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Market data as of the August 21, 2026 close.

At a recent panel in San Francisco, one question framed the evening: after two years of limited IPO activity, has the market reopened, and are companies prepared to act? 

Golreez Naderi of Protiviti moderated the discussion at Protiviti’s San Francisco office. Garett Poston of BMO Capital Markets addressed the banking perspective; Yogi Goel of Maxima discussed operations; Jeff Meyer of Protiviti focused on systems and controls; and I covered the legal considerations. The audience included CFOs, investors, bankers, and advisors. Many were preparing for a transaction, although they were at very different stages of readiness. 

You do not control the timing 

People ask whether 2026 is about readiness or timing. Wrong question. The market chooses the timing. 

The year has already shown how quickly conditions can change. In mid-March, a week passed with no IPOs scheduled. By the second quarter, activity had blew up. SpaceX raised $85.7 billion on June 12, including the greenshoe, more than the total raised in all U.S. IPOs during the prior two years. EY puts first-half U.S. IPO proceeds at $128 billion, up 646% year over year. Without SpaceX, Renaissance Capital notes, the quarter was still the biggest since 2021. 

By August 21, the picture was more mixed. SpaceX closed at $136.97, barely above its $135 offer price after spending much of August below it, and about 39% off its June high, with lock-ups still unwinding. Cerebras closed near $210, above its $185 offer but about 45% below its May peak. Lyntris priced below range Wednesday. Anthropic is targeting a year-end listing; OpenAI is reportedly weighing 2027. The IPO window remains open, but pricing has become more demanding than it was in June. 

Private-market activity also reached new highs. PitchBook and NVCA count $412.7 billion in U.S. venture investment during the first half, more than the total for all of 2025, with 86% directed to AI. For many other companies and investors, secondaries, tender offers, and continuation funds continue to provide liquidity. 

Garett’s point was simple. Investors will buy a good company at a fair price, but each cohort of IPOs has to trade well for the next to get out. PitchBook counted 44 venture-backed IPOs through July against 50 in all of 2025, and the summer aftermarket is the kind that makes the next cohort wait. The recovery is real, narrow, and fragile. 

An open window can be misleading 

Although 2026 is on pace to set a record for IPO proceeds, that headline obscures a longer-term shift. The number of U.S. public companies has declined by about 40% since the 1990s, and many CEOs prefer alternative sources of capital to the obligations of public-company reporting. In April, the SEC Chair described an IPO as a financing option of last resort. That view reflects the market as it exists today, even if it is not the optimal outcome for every company. 

One attendee argued the system’s incentives are structurally bent against going public. Nobody on the panel could argue with that. That is usually the sign of a room working. 

The IPO is one option among many 

Many CFOs were trained to think of financing as a single path, but public companies have a broader menu. Follow-ons on Form S-3 are the main tool, so protect your eligibility: below $75 million of public float, you lose your shelf. PIPEs are fast but come at a discount; use one to bridge an event, not as a habit. Convertibles get cheaper the day rates fall. 

The rule I gave the room: pick the product based on your news calendar, not how much you need. Map the next eight quarters of events, then choose the instrument. Pick the product first and you usually end up with neither. 

SPACs are back, with new constraints 

SPACs are back in volume. PwC reported 118 SPAC IPOs in the first half, raising approximately $20.9 billion, the highest level since 2021. This cycle, however, operates under a stricter framework. Under the SEC’s 2024 rules, the target is a co-registrant with IPO-level disclosure, including projections. Nasdaq raised its listing standards in 2025. The 2021 shortcuts are gone. The results remain sobering: roughly 80 percent of recent de-SPACs trade below trust value within a year. 

What is left is a useful tool for cross-border businesses and complex companies with real revenue that a roadshow cannot explain. My test has not changed: if a company could not survive as an IPO, it should not do a de-SPAC. 

Readiness is a company-wide responsibility 

Yogi, who has taken a company public, said the lasting value was not the bell-ringing ceremony but the discipline the process imposed beginning 18 months earlier. Jeff added that most companies treat readiness as a finance problem. It is a whole-company transformation, and by the time they see that, it is too late. 

Close the books in days. Build controls that survive a quarter-end without a scramble. Hire people who have done it. 

The survey data is not flattering. In an Accordion survey, 60% of private equity sponsors think that at least a quarter of their portfolios could go public within three years, yet fewer than 20% of portfolio CFOs were preparing. Sponsors expected readiness to take 6 to 12 months, while the CFOs responsible for the work estimated 12 to 24 months. When the market opens, that difference can limit a sponsor’s options. 

One of the most useful questions came from the audience: why is readiness only discussed once a company is IPO-track? Operational discipline should be the standard years earlier, whatever the exit. I agree. Every company in that room will need a banker eventually and a lawyer always. What most realize too late is that they also need someone doing the work in between: the systems, controls, and infrastructure that must exist long before anyone talks to the market. That is the difference between being ready when the window opens and finding out you were not. 

What “file ready” means 

With clients, we use “file ready” to mean maintaining the records, controls, and team needed to pursue a public or private transaction without first undertaking a year of remedial work. 

The indicators are concrete: a clear path to $100 million in revenue, 8 quarters of documented growth and a supportable outlook for the next 8, gross margins above 40%, 2 years of clean audits, an experienced public-company CFO and general counsel hired early, a majority-independent board with a seasoned audit chair, and an equity story that makes sense to investors, acquirers, and lenders. 

This is not only about an IPO. A company ready to go public is a better acquisition target, gets better secondary terms, and has more leverage with lenders. Readiness keeps every option open. 

The most expensive mistakes are often routine 

Golreez asked about the most expensive mistakes. Every panelist gave the same answer: ordinary, found late. 

A cap table nobody has reconciled since the Series B. Option grants with missing paperwork. A founder who never signed an IP assignment. Related-party deals that were fine among three investors and are not in a proxy statement. A round where one tranche closed at $200 million and the next at $500 million three weeks later, and no one can say why. 

None kills a deal. All cost time and leverage when you have the least of both. Buyers and underwriters discount you not for what they find but for what they cannot verify. 

The takeaway 

After 25 years of taking companies public, the lesson never changes. Optionality beats perfection. Liquidity beats price. Readiness beats hope. The companies that do best do not start preparing when the window opens. They never stopped. 

Thanks to Protiviti, Robert Half, and my fellow panelists. Our 2026 IPO e-book, Recent Insight into the IPO Market, goes deeper and is available from �鶹ֱ��.