The SEC will allow initial public offerings (IPOs) and other transactions that typically rely on the incorporation of pricing information into the registration statement using Rule 430A to become effective during the ongoing government shutdown, the agency announced on October 9, 2025.
Rule 430A allows certain details, including pricing and price-related information, to be omitted from the registration statement when SEC staff declares it effective. But Rule 430A is typically not available for registration statements that omit a delaying amendment and therefore become effective automatically 20 days after filing. In Thursday’s revised guidance, the SEC noted that it would not recommend enforcement actions against companies that choose to refile a registration statement without a delaying amendment and omit information pursuant to Rule 430A during the period in which staff are not available to review or accelerate the effectiveness of the registration statement due to the shutdown. This allows more companies, including those conducting IPOs, to take advantage of the removal of the delaying amendment to effect transactions. Companies can still file a “red herring” prospectus with a price range and then go effective after 20 days without having to file a pre-effective amendment with the final price for the offering (which would restart the 20-day clock). The prior guidance would have required companies to file a pre-effective amendment with a final price for the offering and wait 20 days to go effective, thus introducing significantly more execution risk.
Other guidance remains the same and requires companies that remove the delaying amendment to ensure they have addressed any outstanding material issues raised by the staff and to include the following legend in order to go effective: “This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.”
We expect the guidance to primarily affect companies that were close to completing the SEC review process in connection with an IPO prior to the shutdown, and that would have otherwise been prevented from completing the pricing of the IPO until the government reopens.
Under updated SEC guidance, companies can launch an IPO during the government shutdown with a price range on the cover and include the offering price in the final prospectus after the registration statement becomes effective (which will happen automatically 20 days after filing without a delaying amendment). In addition, companies will be able to rely on the 20% safe harbor under the rule to price above or below the range.
Learn more about Fenwick’s public company and capital markets capabilities.