Scale AI's S-1 is public. No roadshow date yet.

The IPO timeline

1. 2016–2019 — Early grants, potential QSBS window. Scale AI's gross assets were well under $75 million through the 2019 Series B ($20 million). Employees who received stock at original issuance during this period may hold Section 1202 QSBS — the highest-leverage planning question for early employees.³
2. June 2025 — Meta $14.3 billion investment. Meta acquired a reported 49% non-voting stake at an implied valuation near $29 billion. Alexandr Wang moved to Meta's superintelligence team; Jason Droege became Interim CEO.⁴
3. March 2026 — Confidential S-1 filed. Filed at a reported $25 billion valuation with Goldman Sachs and JPMorgan as co-lead underwriters. SEC review begins on the confidential draft; the company can pause or withdraw at any stage.¹
4. July 2026 — Series G: $1.1 billion at $28–30 billion. Additional primary capital raised ahead of the public offering, bringing total VC funding to approximately $2.7 billion.²
5. September 2026 — Public S-1 filed. The draft becomes a public document. Audited financials, share counts, use of proceeds, equity program terms, and the lockup structure are now disclosed. Read the lockup section — it sets the calendar for every post-IPO selling decision.¹
6. Q4 2026 – Q1 2027 — Roadshow and listing (no date set). Typical timelines run 30–90 days from public S-1 to roadshow launch; the roadshow itself is one to two weeks. Until a date is announced, the listing is not imminent — but the window for pre-roadshow planning is closing.

What changed when the S-1 went public

The confidential S-1 gave the SEC a draft to review; the public filing gives employees and investors the same document. The practical differences for employees:

• The lockup structure is now disclosed. Whether it's a uniform 180-day lockup or a staggered structure (as SpaceX used in its June 2026 IPO) is in the S-1. This is the most employee-relevant piece of the filing — it sets the date of your first selling opportunity. If you haven't read the lockup section, do that first.
• Audited financials are now public. Pre-S-1 valuation was inferred from fundraising rounds. The S-1's financial statements are the first authoritative picture of Scale AI's revenue, margins, and customer concentration — including how material Meta's contract has become.
• Your equity program is summarized. The S-1's equity compensation section typically describes grant types, vesting schedules, and settlement mechanics. Cross-check it against your individual grant agreement for any discrepancies.
• MNPI exposure may now apply. With a public filing, any inside information about roadshow timing, pricing guidance, or financial results that isn't yet public creates potential trading restrictions. Insiders and employees with access to nonpublic information should consult securities counsel before exercising options or selling shares.

What's still unknown

• No roadshow date. Scale AI has not announced when the roadshow begins. A November or December 2026 listing is possible but unconfirmed.
• No price range yet. Companies typically publish a price range in an amended S-1 filed shortly before the roadshow starts; that range narrows at pricing day.
• No ticker symbol. Scale AI has not announced a stock exchange or ticker.

The S-1-to-roadshow window: what to do now

This is the most actionable period for pre-IPO planning. The event is confirmed, but trading hasn't started and most decisions are still available. The three highest-leverage actions in rough priority order:

1. ISO exercise: last clear window

ISOs can generally still be exercised before the roadshow. Once the roadshow begins, employees with access to material nonpublic information about pricing or allocation face practical and legal constraints on personal financial decisions. The AMT impact on a large ISO exercise at a $28–30B implied FMV is significant — but the LTCG clock starts at exercise, and qualifying-disposition treatment (hold >1 year from exercise, >2 years from grant date) can be the difference between 37% ordinary income and 23.8% federal LTCG rate at eventual sale.

Use the ISO exercise + AMT calculator to model the spread as an AMT preference item, your AMTI, the 2026 AMT exemption ($90,100 single / $140,200 MFJ per OBBBA⁵), and the incremental AMT bill — before deciding whether to exercise now or wait.

California has no AMT. But ISOs exercised in a disqualifying disposition (sale within 1 year of exercise or 2 years of grant) create ordinary income subject to California's 13.3% top rate. Qualifying-disposition shares are taxed at LTCG rates federally but at ordinary income rates in California — there is no preferential LTCG rate in California.

2. Double-trigger RSU settlement tax: plan the estimated-tax payment now

Pre-IPO RSUs typically use double-trigger vesting. The IPO is the second trigger: every RSU that has met its time-based schedule but hasn't yet settled will settle at the IPO-day price as ordinary income. The withholding gap between the 22% IRS supplemental rate and your actual marginal rate must be funded through estimated quarterly payments.

Rates use 2026 top marginal federal bracket (37%) and California rate (13.3%). Federal supplemental withholding applies at 22% on the first $1 million of supplemental wages and 37% above. Actual rate depends on total 2026 income. California has no preferential LTCG rate. 2026 brackets per IRS Rev. Proc. 2025-32.⁵ Use the RSU settlement tax estimator with your specific numbers.

Estimated-tax deadlines: If the IPO closes in Q4 2026, the estimated-tax payment is due January 15, 2027. If it slips to Q1 2027, the deadline is April 15, 2027. Model both cases and know what liquidity you'll need.⁵

3. Concentration policy: write it before the lockup opens

The lockup period is your planning time — not your selling time. Write your target holding (what percentage of net worth you'll keep in Scale AI stock after the first unlock window) before the stock has a market price and before volatility makes the decision emotional. Deciding under pressure produces worse outcomes than deciding in advance. The concentration glidepath calculator models a multi-year sell-down across LTCG rate scenarios.

Officers: 10b5-1 plan timing

Officers and others with MNPI access face a mandatory cooling-off period before a 10b5-1 plan takes effect: the later of 90 days or the next quarterly earnings date plus two business days (max 120 days).⁶ To sell at the first lockup window, you may need to adopt a plan well before the lockup expires. The longer the lockup, the more runway you have — but start the conversation with securities counsel now. See the 10b5-1 trading plans guide.

Six planning steps for Scale AI employees

1. Read the S-1 lockup section. Uniform 180 days or staggered unlocks? This sets every post-IPO selling decision. Note any conditions (volume limits, performance triggers, early-release provisions) attached to each tranche.
2. Map every grant: type, date, vesting, expiration. Grant date determines QSBS eligibility and ISO holding-period analysis. The expiration date on unexercised options sets the outer bound of any exercise decision.
3. Run the ISO/AMT scenario before the roadshow begins. The AMT bill on a large spread at $28–30B FMV can be six figures even before any sale. Weigh it against qualifying-disposition tax savings. Use the ISO/AMT calculator.
4. Estimate RSU settlement at 2–3 IPO price scenarios. Model a low case, midpoint, and high case against the $28–30B private mark. Know what the estimated-tax payment looks like in each scenario and confirm you have the liquidity to fund it without selling other assets under duress.
5. Check QSBS eligibility if you received grants in 2016–2019. The $75 million gross-asset test is the gatekeeping question — it requires reviewing Scale AI's capitalization history at the time of your grant. A CPA who has read the S-1 cap table and your grant documents can answer this definitively. For a 2019 grantee, the five-year mark passed in 2024; those shares are potentially already eligible.
6. If you're an officer or have MNPI access: get securities counsel before acting. The public S-1 increases the stakes of any trading decision. Consult an attorney familiar with Rule 10b-5 and pre-IPO insider trading rules before any option exercise or secondary-market sale.

The S-1 is filed. The roadshow could start any week.

Get matched with a fee-only fiduciary who works IPO equity events — ISO exercise and AMT modeling, RSU settlement tax planning, QSBS eligibility verification, estimated-payment sizing, and post-lockup concentration glidepath. Free, no obligation. If the roadshow looks imminent, say so and we'll prioritize the intro.