The Information : Banks Pitching Mega IPOs Seek to Limit Mass Selling

Banks Pitching Mega IPOs Seek to Limit Mass Selling
SpaceX, Anthropic and OpenAI might try to spread out selling by current shareholders to avoid a flood of stock hitting the market.

Wall Street is gearing up for three potentially record-setting initial public offerings over the next 18 months. The talk among bankers is not about what SpaceX, Anthropic and OpenAI will do on their big days but about what happens after that, when the companies’ existing shareholders try to unload their multibillion-dollar stakes.

Each of the three has raised some of the largest amounts ever for private companies. That creates the risk that when they go public, early investors will flood the market with so much stock that it will depress prices. That’s always a danger for companies going public, which is why early investors are typically prevented from selling for three to six months. But the sheer amount of stock held by early investors in SpaceX, Anthropic and OpenAI heightens the risk for the tech giants.

Investment bankers are starting to prepare for that reality, discussing proposed solutions to help win deals, even before some of the official IPO work has begun. At least two large banks largely ruled out a standard IPO lockup period of either 90 to 180 days and are discussing how to design a staggered lockup release for companies like OpenAI and Anthropic, bankers said.

Bankers have started floating that idea with existing investors in some of the companies, who would need to sign off on the plans, said an Anthropic investor.

“The bankers, given the size of the IPOs, have to rethink how traditional lockups are done,” said Jon Redmond, a former Morgan Stanley banker who is now portfolio manager at the hedge fund Discovery Capital.

Bankers and people close to the company expect SpaceX to lead the IPO parade, with a listing taking place next summer. Bankers vying to lead the IPO are scheduled to meet with the company this week, according to a person briefed on the plans. A SpaceX spokesperson didn’t return a request for comment.

The preparations for OpenAI and Anthropic are less advanced and their timing plans appear more fluid. But investors and advisers expect the companies to list either late next year or sometime the following year. An OpenAI spokesperson declined to comment. An Anthropic spokesperson pointed to comments made by chief communications officer Sasha de Marigny this month that the company was “keeping our options open” but had “no immediate plans to go public.” OpenAI declined to comment.

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Anthropic tentatively expects to list publicly toward the end of next year or in early 2027 and has been talking to banks informally about what an IPO would look like, an investor in the company said. OpenAI has been discussing whether to list in 2026 or 2027, an adviser said.

Anthropic and OpenAI have each raised tens of billions of dollars privately, far more than any other tech firm, while SpaceX has raised about $10 billion, according to PitchBook. OpenAI and Anthropic need to raise significantly more capital to fulfill expensive plans to build data centers, while SpaceX is trying to build larger rockets. Investment bankers thought each could raise between $25 billion and $50 billion in their IPOs, making them the largest tech offerings of all time.

Companies going public generally allow some large shareholders, including current and former executives, to sell a portion of their shares in the offering. But the vast majority of shares held by early investors can’t be sold for six months. Some companies in recent years, like Airbnb and Instacart, have made exceptions to those rules by allowing shareholders to sell earlier if the stock price hits certain milestones.

One model could be the 2012 IPO of Facebook, among the largest tech listings in history, which raised about $16 billion. The social network put in place a staggered lockup release to prevent shares from flooding the market. A more recent case could be Figma, which after its July listing got shareholders who own a majority of the company to agree to hold on to shares for more than a year.

With the coming crop of IPOs, investment bankers have internally discussed how to structure the lockup. One option is staggering the dates to prevent a wave of selling on one day. IPO bankers and lawyers said investors could be allowed to sell a portion of their holdings every 20 to 30 days. Releases can also be triggered when the stock hits a certain price, they said.

Another tricky issue with these giant offerings is how much to allocate to small investors, who have been unable to get a piece of these companies and are expected to gobble up the shares. IPO advisers don’t want to allocate too little and watch the price pop, only to tumble when new shares hit the market.

Then there’s the element of surprise. Redmond, the former banker, said banks should consider getting securities regulators’ blessing to allow companies to provide less disclosure about when lockups will end. “I think people are thinking about it,” he said. “I haven’t seen anything done in practice, but we haven’t seen IPOs like this in our lifetime.”

The banks that solve these problems could reap billions of dollars in fees. Investment banks typically take a single-digit percentage cut of IPO proceeds, which gets magnified in such large deals. “Fifty billion dollars times 3% is $1.5 billion in fees,” said one investment banker whose firm will try to be in on the deals.

Morgan Stanley and Goldman Sachs dominate the tech IPO business, with one or the other leading the vast majority of such listings. Morgan Stanley has been particularly close to SpaceX CEO Elon Musk lately. He hired Morgan Stanley for his bid to take Twitter private and for the merger between X and xAI. Musk also recently hired former Morgan Stanley banker Anthony Armstrong as chief financial officer of xAI, his AI firm. Goldman Sachs led Tesla’s IPO in 2010.

Goldman Sachs has recently been close to OpenAI, and the bank advised OpenAI on its restructuring from a nonprofit earlier this year. Sarah Friar, OpenAI’s CFO, is a former Goldman equity research analyst. Morgan Stanley, meanwhile, has courted OpenAI from its early days and signed on as one of its first clients, as well as collaborating with OpenAI to build products for Morgan Stanley’s research and wealth management team.

Spokespeople for Morgan Stanley and Goldman Sachs declined to comment.

Banks’ pitches will also likely include promises to lend money to the companies in the future and agreements to become larger corporate customers, former bankers said.

One former Morgan Stanley banker said the ultimate choice of a winner in the deals is unlikely to center on “who will tell the story best.” Instead, “it’s much more, ‘What have you done for us?’”