We’re now on day 7 of the government shutdown, and predictable initial public offering (IPO) timelines are one casualty. As the Securities and Exchange Commission (SEC) indicated in its September 30 guidance, the staff won’t be able to screen or review registration statements until the government reopens. We don’t know when that will be or how long it will take the staff to work through its backlog. For companies preparing for IPOs and other financings, this uncertainty underscores the importance of controlling what you can – starting with your financial statement deadlines.
Staleness dates determine when previously filed financial statements go “out of date” and must be refreshed. Miss a date, and your transaction could be pushed back by weeks or even months while you wait for new financials to become available. In a normal environment, these deadlines drive deal readiness. During and after a shutdown, they can become even more consequential, since a delayed filing pushes you further down the line for review.
To help companies stay ahead, we’ve published the 2026 Financial Staleness and Filing Guide. This resource provides a clear calendar of key dates for issuers with a December 31, 2025, fiscal year-end, along with practical guidance on which financial statements will be required to move forward. It’s designed to help executive, finance and legal teams align on timing and avoid last-minute surprises.
September 30, 2025
Late yesterday, the Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) and Division of Investment Management posted a statement in advance of the government shutdown. Here’s an excerpt:
“Starting October 1, 2025, a limited number of staff members in the Division of Corporation Finance and Division of Investment Management will be available to answer questions relating to fee calculations and emergency filing relief. If you require assistance in these matters, submit your request and contact information to CFEmergency@sec.gov?or?IMEmergency@sec.gov, as appropriate. Staff in the Division of Corporation Finance and Division of Investment Management will not be available to respond to other questions. In all situations, responsibility for complete and accurate disclosure remains with the company and others involved in the preparation of a company’s filings.”
The looming shutdown prompted some companies that are working through public offerings to consider requesting acceleration of the effective date of their pending registration statements before the staff went on furlough at 5:30 pm ET.
The Cooley team is continuing to work with companies at various stages of their offerings to navigate this and other shutdown-related issues. As we predicted in our September 29 blog, Corp Fin rolled forward the FAQs that it had posted earlier this year. The September 30 FAQs are identical to those issued in March, other than removing a list of factors to consider when removing the delaying amendment from a registration statement.
