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ARTICLE · 08 JUNE 2026

What Founders Must Know On Testing-the-Waters Meetings Pre-IPO

Partner Craig Garvey provides essential guidance for founders navigating the complex landscape of testing-the-waters meetings before an initial public offering. The article examines critical compliance requirements, disclosure obligations, and strategies for managing investor communications while avoiding potential SEC scrutiny during the IPO process.

United StatesFinance and Banking

“Testing-the-waters” meetings serve a critical role in the initial public offering process. During these meetings, management offers an overview of its business, explains why the company is interesting and attractive, and discusses its growth story to prospective investors.

The use of TTW has become ubiquitous and crucial to IPOs. Below are several practical considerations relating to TTW meetings that could surprise management, founders, and sponsors.

TTW meetings occur during the pre-filing period, including before a company confidentially submits its registration statement, the waiting period, and until an undefined period preceding the commencement of the IPO roadshow. The waiting period between the end of TTW meetings and the commencement of the IPO roadshow is a gray area and is subject to bank policies and judgment.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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