IPO Filing Countdown: How CFOs Can Confidently Navigate Filing Timelines and Financial Statement Requirements

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 financials and interim periods. Those requirements vary depending on whether the company qualifies as an emerging growth company (EGC) or a larger accelerated filer.

The timing of your first confidential submission or public filing drives which fiscal periods must be included and, in some cases, whether additional audits and uplifts will be required. Under the FAST Act, companies may omit historical periods from a confidential submission if they reasonably expect those periods will no longer be required by the time the registration statement becomes effective. Used strategically, this flexibility can reduce upfront audit and preparation work.

However, taking advantage of these provisions requires precision: a slip in the IPO schedule could necessitate the inclusion of omitted periods later, resulting in unnecessary rework, costs, and potential delays. For CFOs, mapping the IPO timeline against projected business results and SEC reporting thresholds is crucial for optimizing disclosure 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 financials for the most recent interim period and the comparable prior-year period.

SEC “Staleness” Rules and Unaudited Interim Data Triggers for EGCs*

*Dates assume a calendar year-end company (Dec 31). Q1, Q2, and Q3 refer to the unaudited interim periods ending March 31, June 30, and September 30, respectively.

For non-EGCs, three years of audited financials are typically required. Unaudited interim data is always required for the most recent completed interim period if more than 135 days have passed since the date of the most recent audited balance sheet.

Under the FAST ACT, unaudited interim periods not expected to be required in the first public filing of the S-1 are not required to be included in earlier confidential filings. However, it may be beneficial to include this information in confidential filings to facilitate reviews by auditors, the SEC, and other relevant parties—particularly if there have been substantial changes in the business, such as new or evolving revenue streams, acquisitions, or other significant transactions.

Mapping the Timeline: Confidential Filing to IPO Effectiveness

The typical IPO timeline, from initial confidential submission to pricing, 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 confidential filing 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. Certain information relating to the offering can be left blank in initial public filings, such as dilution, capitalization, estimated offering price and pro forma information, but must be added in an amended S-1 prior to the roadshow.

Back solving Your S-1 Filing Calendar

Working backward from a target IPO date, CFOs must factor in:

• Audit and quarterly review timelines
• Multiple S-1 drafts and SEC comment rounds (typically 90–120 days from start to end)
• Confidential submission windows (must be filed at least 15 days before roadshow launch)
• 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 confidential draft 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 financial accuracy. 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 ensure timely and accurate filings, build investor confidence, and keep the road 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.