The IPO quiet period is the time during a securities offering when an issuer and its executives must limit public statements that could stir up demand for the shares. Section 5 of the Securities Act bars offers before a registration statement is filed, and the SEC reads offer broadly, so interviews and promotional posts can count. Violations usually lead to a delay, added disclosure or a buyback offer.
By the EPR Editorial Team. Published October 2026. This article is communications guidance, not legal advice. Ask securities counsel about the rules that apply to a specific offering.
When does the IPO quiet period start and end?
The IPO quiet period starts before a company files publicly and runs through three restricted periods that end shortly after the offering becomes effective. Mayer Brown's pre-IPO communications guide describes the three periods in the table below.
| Period | Starts | Ends |
|---|
| Pre-filing, or quiet, period | When the company begins to prepare the offering | When the Form S-1 is filed publicly |
| Waiting period | Public filing of the registration statement | Effectiveness of the registration statement |
| Post-effective period | Effectiveness of the registration statement | 25 days after effectiveness, per Mayer Brown |
Source: Mayer Brown, Staying on Message: Pre-IPO Communications, September 2025.
A confidential submission does not end the pre-filing period. All issuers may now submit a draft registration statement confidentially, and Mayer Brown notes that the submission is not a filing. A company that has confidentially submitted a draft S-1 therefore still works under pre-filing restrictions. Securities counsel sets the exact dates for each offering.
What counts as gun-jumping?
Gun-jumping is any communication that offers a security before the rules allow it, and the SEC defines an offer to include efforts to stimulate investor interest. The term is not formally defined, according to the Gilmartin Group, but it covers company or underwriter actions that may improperly create demand for the IPO.
The Securities Law Blog notes that the SEC treats all communications with the public as potential gun-jumping, including favorable remarks that never mention the offering. Mayer Brown adds that an issuer can be liable for statements and omissions in a third-party article.
The SEC's remedies are listed below.
- A cooling-off period that delays the offering, which Gilmartin calls the most frequent response.
- Required changes to the prospectus, including added risk factors and published copies of the offending material.
- A rescission right that lets purchasers return shares, which means the company may have to offer to buy them back.
- Enforcement proceedings seeking injunctions and monetary penalties.
What happened to Salesforce and Google?
Salesforce and Google both drew SEC attention in 2004 for press coverage that appeared close to their IPOs, and the two outcomes show the range of consequences. The table summarizes each case from contemporaneous reports.
| Company | Communication | Outcome |
|---|
| Salesforce.com | CEO Marc Benioff cooperated with a New York Times article published May 9, 2004 | The SEC forced a delay, and Salesforce completed its IPO six weeks after the article appeared |
| Google | Founders Larry Page and Sergey Brin gave a Playboy interview on April 22, 2004, a week before Google filed its registration statement on April 29, and it ran in the September 2004 issue | Google corrected three facts in an amended filing and added the full interview to the prospectus, and the IPO went ahead |
Sources: Deseret News, Google interview may impede IPO, August 13, 2004, and NBC News, Google auction on $3.3 billion IPO opens, August 2004. The three corrections covered Gmail storage, employee count and the number of search users.
The Securities Law Blog adds that the SEC also required a risk factor warning that the interview may have violated Section 5. Google said it did not believe the interview was a violation, and the Irish Times reported that Google could have been required to buy back shares for a year after a violation. The lesson is that harmless-sounding praise became part of the prospectus and drew strict liability for its accuracy.
What can an issuer still say during the quiet period?
An issuer can still use two defined channels and continue ordinary business communication under counsel's review. The SEC created both channels to let issuers talk to investors without breaking the offer rules.
- Rule 135 allows a limited notice of a proposed offering.
- Rule 163B, adopted on September 26, 2019, lets any issuer test the waters with qualified institutional buyers and institutional accredited investors before or after filing, without filing the communications or adding legends.
Rule 163B has limits. The SEC cautioned that test-the-waters statements must not conflict with material information in the registration statement, and Hunton Andrews Kurth notes that the rule does not exempt them from Regulation FD. Read the rule summary at Mayer Brown on Mondaq.
The quiet period applies to every public channel, including social posts, podcasts and web pages, because the SEC reviews all public communication for promotional effect. It does not stop AI engines and reporters from describing the company, so the public record keeps forming while executives stay silent.
That second point is EPR analysis. During the silence, engines draw on the filing, older coverage and commentary, and a company cannot correct a wrong summary with a promotional reply. The practical answer is to audit and fix the sources before the quiet period starts, as described in IPO communications. For how this played out for the large 2026 issuers, see the fall 2026 IPO class.
What should a communications team do during the quiet period?
A communications team should pause unplanned press, route every public statement through counsel and keep a record of what was said. Five steps cover the work.
- Decline new interviews with business and consumer press, as Mayer Brown advises, and finish planned interviews before the pre-filing period tightens.
- Send every post, speech, podcast and website change to securities counsel before it goes out.
- Train executives on what counts as an offer, using the Salesforce and Google cases as examples.
- Keep a log of all third-party coverage so counsel can assess liability for statements by others.
- Prepare the first earnings communication, using the earnings call communications playbook, because the first call after pricing carries Regulation FD obligations.
Teams planning this work can see how 5W handles pre-IPO communications. Everything-PR and 5W share common ownership.
Why it works. The SEC judges communications by their effect on demand, not by their intent, so a counsel review catches wording that reads as promotional even when it never mentions the offering. This guidance comes from the cases above and is not a substitute for legal advice.
