How to Invest in an IPO: Steps for the Retail Investor

An Initial Public Offering (IPO) is when a private company first offers its shares for sale to the general public. This process, often referred to as “going public,” allows a company to raise substantial capital from a broad base of investors. Companies pursue an IPO for various reasons, including funding growth initiatives, paying down debt, increasing their public visibility, or enabling early investors and founders to sell their holdings and realize returns. For individual investors, an IPO presents a unique opportunity to acquire shares in a company at an early stage of its public life. This guide explains how retail investors can participate in an IPO.

Understanding IPO Investment Opportunities

Companies undertake an IPO primarily to raise capital, transforming from a privately held entity with a limited number of shareholders to a publicly traded one. From an investor’s perspective, this offers a chance to invest directly in a company’s initial stock issuance, potentially before its shares begin trading on major stock exchanges. This allows investors to become part-owners as a company enters a new corporate lifecycle phase.

Access for retail investors to highly sought-after IPOs can be challenging. Investment banks, known as underwriters, play a central role in facilitating an IPO by helping the company prepare for public listing and distributing shares to investors. These underwriters typically allocate a significant portion of shares to institutional investors, such as mutual funds and hedge funds, and often reserve a smaller portion for their brokerage clients. Direct allocations to individual investors are generally rare, with most retail participation occurring through specific brokerage firms that are part of the underwriting syndicate.

Not all brokerage firms offer access to IPOs, and among those that do, eligibility criteria can vary. Full-service brokerages, and sometimes larger discount brokerages, are more likely to participate in IPO syndicates. Eligibility often requires meeting certain criteria, such as maintaining a minimum account size, demonstrating trading activity, or having a specified net worth.

Finding information about upcoming IPOs is an important preparatory step for interested investors. Brokerage platforms that offer IPO access often provide lists of upcoming offerings to their eligible clients. Beyond brokerage-specific resources, various financial news websites and dedicated financial calendars track companies planning to go public. The Securities and Exchange Commission (SEC) requires companies to file an S-1 registration statement before an IPO. This public document provides comprehensive details about the company, its operations, financial condition, the offering, and lead underwriters. Reviewing these documents and other financial news sources can help investors assess the company’s prospects, understand the industry, and identify the expected pricing range and offering size.

Steps to Invest in an IPO

Participating in an IPO requires an account with a brokerage firm offering new issue access. This involves confirming your existing account meets their eligibility requirements or opening a new account if necessary. Once your brokerage relationship is established, you can proceed with expressing interest in an upcoming IPO.

The next step involves submitting an Indication of Interest (IOI) through your brokerage platform. An IOI is a non-binding expression of interest, signaling to the underwriting syndicate your potential share purchase and price range. This is not a firm commitment to buy, nor does it guarantee an allocation of shares. Brokerage firms collect these indications to gauge overall investor demand and help the underwriters set the final IPO price.

Share allocation is a discretionary process, particularly for popular IPOs where demand often exceeds the available shares. Brokerages, in coordination with the underwriting syndicate, determine how shares are distributed among interested clients. Allocation methods vary, often considering factors like an investor’s relationship with the brokerage, trading history, and IOI size. For highly anticipated IPOs, pro-rata allocation (a percentage of requested shares) or a lottery system might be used, though receiving shares is not guaranteed.

Once the company and underwriters determine the final IPO price, allocated investors are notified. This notification confirms the number of shares allocated and the final price per share. Settlement typically occurs shortly after, with funds debited from the investor’s brokerage account. Investors should ensure sufficient cleared funds are available in their account by the settlement date to cover the purchase.

On the listing day, shares of the newly public company begin trading on a stock exchange, such as the New York Stock Exchange (NYSE) or Nasdaq. The opening price on the exchange can differ significantly from the IPO price, often fluctuating based on market demand and investor sentiment. Investors can monitor their investment through their brokerage platform and place subsequent buy or sell orders once the shares begin trading publicly.

The period immediately following an IPO can have increased price volatility and varying liquidity. The initial trading activity reflects the broader market’s reaction to the company’s public debut. While some IPOs experience significant price increases on their first day, others may trade flat or even below their offering price. Investors should be prepared for potential price swings and understand that the immediate post-IPO environment can be unpredictable.