Direct Listing

IntermediateStock Market2 min read

Quick Definition

A method for a company to go public by listing existing shares on an exchange without an underwritten IPO.

Key Takeaways

  • Direct listings let companies go public without underwriters or issuing new shares.
  • They save on underwriter fees and avoid dilution but lack price stabilization.
  • Since 2020, primary direct listings on the NYSE can also raise new capital.

What Is Direct Listing?

A direct listing (also called a direct floor listing or DPO—direct public offering) allows a company to list its shares on a stock exchange without issuing new shares or using underwriters to set a price. Instead, existing shareholders—employees, early investors, venture capitalists—sell their shares directly to the public on the first day of trading. The opening price is determined by supply and demand through the exchange's auction process. Direct listings avoid underwriter fees (typically 3-7% of proceeds in a traditional IPO) and prevent dilution since no new shares are created. However, companies forgo the price stabilization and guaranteed capital raise that underwriters provide. The SEC approved primary direct listings on the NYSE in 2020, allowing companies to raise capital through the process. Notable direct listings include Spotify (2018), Slack (2019), Coinbase (2021), and Roblox (2021).

Direct Listing Example

  • 1Spotify bypassed a traditional IPO and went public via direct listing in 2018, saving an estimated $300M in underwriter fees.
  • 2Unlike an IPO, a direct listing has no lock-up period, so insiders can sell shares from day one.