• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup

2

Markets tumble worldwide as Fed resets expectations: $400 billion wiped off SpaceX stock

3

Current price of oil as of June 23, 2026

1

After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup

2

Markets tumble worldwide as Fed resets expectations: $400 billion wiped off SpaceX stock

3

Current price of oil as of June 23, 2026
TechTerm Sheet

How Will Spotify’s Direct Listing Work?

By
Erin Griffith
Erin Griffith
Down Arrow Button Icon
By
Erin Griffith
Erin Griffith
Down Arrow Button Icon
July 31, 2017, 2:10 PM ET
Add Fortune on Google for similar content.

This article first appeared in Term Sheet, Fortune’s newsletter on deals and dealmakers. Sign up here.

Remember early 2017, when the IPO market looked bright and full of possibility?

The reality has been a bit… meh.

Two things could change that in the back half of the year: One, all companies can now benefit from the JOBS Act’s option to file in stealth mode, as Fortune’s Jeff John Roberts reported recently:

The stealth filing option, which is already available to firms with under $1 billion in revenue, is intended to let companies work out kinks in the registration process out of the public eye. … Under the new rules, they only have to do so 15 days before their so-called “roadshow”—a tour where they make presentations to investors.

The policy applies to both IPOs and direct listings, which brings me to my second point:

A successful direct listing from Spotify could prompt a wave of startups following the company’s footsteps. Direct listings – where a company starts selling its stock on the public markets without going through the whole roadshow song-and-dance process – are not new, but they’re extremely rare. I found a handful of examples: Ovascience (market cap: $55 million), Nexeon MedSystems, Coronado Biosciences, and BioLine Rx (market cap: $83 million). You’ve never heard of these companies because direct listings have been limited to small-cap companies, mostly in biotech and life sciences.

Spotify, last valued by private market investors at $8.5 billion, would likely be the first large company to go public via direct listing. In another first, Spotify is expected to list on NYSE, which recently changed its rules to accommodate for this exact transaction. Previously direct listings only happened on Nasdaq.

Companies undergoing direct listings file something called a Form 10. If they’re foreign, like Spotify, they file a Form 20-F.

As we’ve outlined before: There are plenty of benefits to this experiment. No investment bank. No new share issues, and no dilution. No lock-up period. No underwriters. (“If an IPO is like a wedding, a direct listing is running off to elope. A faster, easier, cheaper route to the same result.”)

And there are major risks: No deal support from the bankers. No guaranteed “safe” long hold investors. No greenshoe, and no buffer against volatility.

Anna Pinedo, a partner with the law firm Morrison & Forrester, has worked on several direct listings in the past. In her experience, there has never been more than a handful of direct listings in a given year. Thanks to the news of Spotify’s plans, she says more large companies have been inquiring about it. Given how quickly this could happen, I posed a few questions so we’re totally not caught off-guard some random morning when Spotify stock is suddenly trading on the free market.

Term Sheet: IPOs are designed to attract long-hold investors, the ideal kind of investors a company wants buying its stock. It’s easier for them to buy big chunks of stock all at once in an IPO. Less so in a direct listing, where limited shares will be for sale and pricing might be volatile. Will this make it harder for them to invest?

Anna Pinedo: In the past, maybe, but now so many of the unicorns and even the biotech companies have done these late stage private placements. [Public market investors] have gotten into those through their crossover funds that have invested already.

The part that’s most curious to me is, ‘How do you settle on that price at which you list?’ Usually in the process of doing an IPO, there is intense back and forth regarding the valuation model, discussions with research analysts and the investment banks underwriting it and will eventually cover the company. Is that process occurring already because a company has gotten so large that it’s having those discussions anyway?

What’s the reaction been like from the banking side?

People are just scratching their heads thinking, ‘Okay, I didn’t realize this was an approach.’ I’ve gotten a lot of questions about how does this functionally work, how would you go about doing this, why haven’t people done this before. It’s more the unknown and unfamiliar that has attracted everyone’s attention.

Is the preparation any different from a normal IPO?

It’s comparable. The 20-F or Form 10 is a pretty robust document, very much like a registration statement. It’s the same process you would go through with the accountant, but without doing a comfort letter, the IPO fees, probably not paying an underwriter, or going through the same kinds of drafting sessions and discussions about positioning the company or describing the company. It can be a process that the company controls a bit more than the IPO process, where it relinquishes some control to the underwriter and the working group as a whole.

About the Author
By Erin Griffith
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Tech

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Tech

rh
AIReid Hoffman
Reid Hoffman says SpaceX is ‘not an AI company’ and xAI is a ‘complete train wreck’—and there’s room for both OpenAI and Anthropic
By Nick LichtenbergJune 24, 2026
2 hours ago
Tesla cofounder JB Straubel’s first pitch to Elon Musk failed. Then he turned his ‘hobby’ into a $1.3 trillion success
SuccessBrainstorm Tech
Tesla cofounder JB Straubel’s first pitch to Elon Musk failed. Then he turned his ‘hobby’ into a $1.3 trillion success
By Rachel VentrescaJune 24, 2026
4 hours ago
Amazon Prime Day isn’t a midsummer shopping event anymore. Here’s what changed in 2026
RetailAmazon
Amazon Prime Day isn’t a midsummer shopping event anymore. Here’s what changed in 2026
By Vidhi Choudhary and Retail BrewJune 23, 2026
13 hours ago
The hidden cost of your AI rollout: burning out the high performers running it
Workplace Cultureburnout
The hidden cost of your AI rollout: burning out the high performers running it
By Mikaela Cohen and HR BrewJune 23, 2026
14 hours ago
Quantum computing stocks surge after Trump signed executive orders backing the sector
Investingquantum computing
Quantum computing stocks surge after Trump signed executive orders backing the sector
By Marco Quiroz-GutierrezJune 23, 2026
14 hours ago
Alan Greenspan testifying before the Senate Banking Committee.
BankingFederal Reserve
The man who invented the Fed’s magic trick just died. His successor is about to try it again
By Eva RoytburgJune 23, 2026
16 hours ago

Most Popular

After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup
Success
After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup
By Orianna Rosa RoyleJune 23, 2026
22 hours ago
Markets tumble worldwide as Fed resets expectations: $400 billion wiped off SpaceX stock
Banking
Markets tumble worldwide as Fed resets expectations: $400 billion wiped off SpaceX stock
By Jim EdwardsJune 23, 2026
1 day ago
Current price of oil as of June 23, 2026
Personal Finance
Current price of oil as of June 23, 2026
By Joseph HostetlerJune 23, 2026
22 hours ago
Meet the 2 men putting New York's $300 billion pension fund in play for the first time in 20 years
Investing
Meet the 2 men putting New York's $300 billion pension fund in play for the first time in 20 years
By Nick LichtenbergJune 22, 2026
2 days ago
Former U.S. Secret Service agent says bringing your authentic self to work stifles teamwork: 'You don’t get high performers, you get sloppiness'
Success
Former U.S. Secret Service agent says bringing your authentic self to work stifles teamwork: 'You don’t get high performers, you get sloppiness'
By Sydney LakeJune 21, 2026
3 days ago
Texas and Charlotte used to build huge McMansions—now they're copying the California design tricks they once mocked
Real Estate
Texas and Charlotte used to build huge McMansions—now they're copying the California design tricks they once mocked
By Sydney LakeJune 22, 2026
2 days ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.