As companies prepare for an Initial Public Offering (IPO), CFOs play a pivotal role in guiding a smooth path to market. Two of the most critical aspects of IPO readiness are (1) understanding how SEC filing timelines align with financial statement requirements and (2) strategically mapping the filing process to ensure the team, auditors, and advisors are aligned on deliverables and deadlines. Missteps here can delay offerings, increase costs, or raise red flags with regulators and investors.
The IPO Filing Clock Starts Now
The S-1 registration statement, the cornerstone of any IPO, must present a compelling story of the business while meeting SEC requirements for audited annual and unaudited interim financial statements. Those requirements vary depending on whether the company qualifies as an Emerging Growth Company (EGC) and/or a Smaller Reporting Company (SRC).
Under the FAST Act, an EGC may omit from its publicly filed registration statements annual and interim information that “relates to a historical period that the company reasonably believes will not be required to be included at the time of the contemplated offering.” Interim financial statements that will be included in a longer historical period “relate to” that period. Accordingly, interim financial statements that will be included in a historical period that the company reasonably believes will be required at the time of the contemplated offering may not be omitted from registration statements that are publicly filed. However, the SEC staff has provided a further accommodation for draft registration statements. An EGC may omit from its draft registration statements interim financial statements that it reasonably believes will not be required to be “presented separately” at the time of the contemplated offering.
To illustrate this distinction, assume a calendar year-end EGC submits a draft registration statement in December 2025 and reasonably believes it will commence its offering in April 2026 when annual financial information for 2025 will be required. The company may omit from its draft registration statement its 2023 audited financial statements and unaudited interim financial statements for Sept. 30, 2025, and 2024 because the company expects that information will not be required to be “presented separately.” However, if this company publicly filed a registration statement in December 2025, it would be required to include unaudited interim financial statements for Sept. 30, 2025, and 2024 because that interim information “relates to” historical periods that will be included at the time of the public offering.
Even when not required, it may be beneficial to include interim financial statements in a draft registration statement to facilitate the reviews by auditors and the SEC staff – particularly if there have been substantial changes in the business, such as new or evolving revenue streams, acquisitions, or other significant transactions during those interim periods.
Used strategically, this flexibility can reduce costs associated with preparing financial statements and having them audited or reviewed. These accommodations do not change the financial statements that are required in the registration statement that goes into effect. To optimize the accommodations, CFOs, along with the company’s advisors, should map the IPO timeline against projected business results and the SEC’s reporting requirements while maintaining momentum toward the market debut.
Key Financial Information Requirements
For EGCs, the S-1 must include:
- 2 years of audited annual financial statements, and
- Unaudited interim financial statements for the most recent interim period and the comparable prior-year period. Interim financial statements are required to be included and updated if more than 134 days have passed since the last balance sheet date, except that the third quarter data is timely through the 45th day after the most recent fiscal year-end.
Illustration for SEC “Staleness” Rules for an EGC*
| Filing Date Range | Audited Financial Statements | Unaudited Interim Financial Statements (YTD) |
|---|---|---|
| Feb. 18, 2026 May 14, 2026 | Dec. 31, 2025, and 2024 | None |
| May 15, 2026 – Aug. 12, 2026 | Dec. 31, 2025, and 2024 | March 31, 2026, and 2025 |
| Aug. 13, 2026 – Nov. 12, 2026 | Dec. 31, 2025, and 2024 | June 30, 2026, and 2025 |
| Nov. 13, 2026 – Feb. 16, 2027 | Dec. 31, 2025, and 2024 | Sept. 30, 2026 and 2025 |
| Feb. 17, 2027 – May 14, 2027 | Dec. 31, 2026, and 2025 | None |
*Dates are for a calendar year-end company that is not an SRC. Dates reflect a permitted extension to the next business day where dates would have otherwise occurred on a weekend or federal holiday. If the company were an SRC that reported income from continuing operations in one of the two fiscal years preceding the most recent fiscal year and anticipates reporting income from continuing operations in the current year, the company would have 45 additional days, subject to weekends and federal holidays, before audited financial statements would be required. For example, audited financial statements for the year ended Dec. 31, 2026, would not be required until April 1, 2027, for an SRC vs Feb. 17, 2027, for a non-SRC.
Mapping the Timeline: Draft Registration Statement to IPO Effectiveness
The typical IPO timeline, from draft registration statement to pricing, generally spans four to six months, although it can be longer depending on the complexity and SEC review. The process includes at least one round of SEC comments and company responses, which can take several weeks per round. Additional time is needed to finalize audited or interim financial statements, prepare roadshow materials, and coordinate underwriter diligence and investor meetings. Companies must publicly file their S-1 at least 15 days before the start of the roadshow, meaning the draft registration statement must happen well in advance to accommodate these steps. Delays in closing financial periods, audit completion, or legal review can cascade, so early and rigorous planning to align all parties involved is essential.
Back Solving Your S-1 Filing Calendar
Working backward from the effective date, CFOs must factor, among other items:
- Preparation of annual and interim financial statements and the audit and review of such statements. There could be incremental information that is required to comply with Regulation S-X. Additionally, the company may need to change its accounting policies if its financial statements were historically prepared using accounting standards for private companies.
- The need to include financial statements of other entities, such as an acquired business.
- Multiple S-1 drafts and SEC comment rounds (typically 90–120 days from start to end), which could result in changes to the registration statement.
- Market cooling-off periods and quiet period logistics.
A best practice is to build a reverse timeline from your desired pricing date and plan for the first draft registration statement at least four to six months in advance, allowing for multiple internal and external review cycles.
Takeaway for CFOs
IPO readiness is as much about calendar discipline as it is about quality financial information. Aligning audit and review cycles, interim close schedules, and SEC timing thresholds is essential. A proactive CFO backed by a coordinated and collaborative IPO working group will help to ensure timely and accurate filings, make relevant business and financial information available, build investor confidence, and keep the road (and the roadshow!) to IPO on track.
Contact our CBIZ team today if you’d like to learn more about IPO filing requirements or have questions about preparing your company for a successful market debut.
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