The Swiss IPO market saw a welcome reopening in 2024 and 2025. Galderma, Sunrise, SMG Swiss Marketplace Group and Bioversys demonstrated that SIX Swiss Exchange is a competitive listing venue across deal sizes and sectors. From the perspective of a domestically anchored capital markets bank, this is the right starting point: the infrastructure works, the regulatory framework is broadly fit for purpose, and a deep institutional investor base sits behind the market. Yet, the same data show a structural gap. Bioversys aside, most originally Swiss-founded growth companies that listed between 2020 and 2025 chose Nasdaq rather than SIX. The next phase should be a broadening of Swiss IPO activity into the mid-cap segment. This editorial sets out three calibration adjustments that would unlock that potential.
A Strong Venue, A Narrower Reopening
The Swiss IPO market reopened decisively in 2024 and 2025. The March 2024 listing of Galderma, raising CHF 2.3 billion at an initial market capitalisation of approximately CHF 14.5 billion, was the largest Swiss IPO since 2017 and the largest global IPO of the first quarter of 2024. The aftermarket performance was strong: Shares opened above the offer price, traded above CHF 100 by year-end and absorbed two substantial shareholder sell-downs without sustained setback. Sunrise‘s November 2024 spin-off and the 2025 listing of SMG Swiss Marketplace Group confirmed that SIX can clear large and strategic carve-out transactions at attractive valuations. The IPO of Bioversys, with a deal size of CHF 80 million and a market capitalisation of approximately CHF 215 million, demonstrated that investor appetite extends, at least selectively, beyond the largest issuers.
From the perspective of a domestically anchored Swiss capital markets bank with a particular focus on mid-sized growth issuers, that is unambiguously good news. The infrastructure is robust. The regulatory framework is broadly fit for purpose. The pool of institutional capital sitting behind SIX is one of the deepest in continental Europe relative to GDP. The Galderma sequence has shown that the Swiss venue can compete with London and Frankfurt for sizeable transactions on commercial terms.
What the same data also shows, however, is that the reopening has not yet broadened into the smaller mid-cap segment that should be the natural pipeline for SIX. With the notable exception of Bioversys, originally Swiss-founded growth companies that chose to go public between 2020 and 2025 – biotech, technology platforms, medical devices, specialty chemicals –predominantly did so on Nasdaq or on another U.S. exchange, and sub-CHF 300 million IPOs on SIX have remained rare. The SIX Sparks segment, introduced in 2021 for issuers below CHF 500 million market capitalisation, has so far not attracted a single primary listing with a public placement. The question this editorial addresses is which specific calibration adjustments would help SIX, the wider Swiss capital markets ecosystem and Swiss issuers to capture that potential.
Calibrating a Framework That Is Largely Fit for Purpose
The Swiss capital markets framework for public offerings rests on the Financial Services Act of 15 June 2018 (FinSA, SR 950.1), its implementing ordinance (FinSO, SR 950.11) and the SIX Swiss Exchange Listing Rules. The framework is, by European standards, pragmatic. Under the FinSA regime, prospectuses are reviewed ex ante by FINMA-licensed reviewing bodies against completeness, coherence and understandability criteria, with fixed review periods of 20 days for first-time issuers and 10 days for others. The prospectus review bodies for equities apply a completeness-based rather than a merits-based prospectus review, and several exemptions narrow the scope of the prospectus obligation for public offerings, including the threshold under FinSA Article 36(1)(e) and the qualified-investor exemption. The conduct-of-business architecture under Articles 4 and 10 to 14 FinSA tracks the EU MiFID II model and is well understood by market participants. None of these pillars contains a structural defect that would explain, on its own, the absence of smaller IPOs.
What the framework does contain is a series of calibration choices that, when added together, weigh disproportionately on smaller transactions. Three deserve particular attention.
First, on the prospectus regime. Swiss content requirements are largely fixed regardless of deal size. The all-in advisory cost of producing and verifying a Swiss IPO prospectus – covering legal, audit and communications work – is materially lower than in the largest EU jurisdictions, but it remains a substantial fixed cost that bears more heavily on a CHF 100 million transaction than on a CHF 1 billion transaction. The “one size fits all“ prospectus approval regime contributes to the fixed-cost nature of IPO documentation irrespective of deal size. By way of stylised deal geometry under the existing Swiss regime: for a growth issuer wishing to raise, say, CHF 35 million, the combined prospectus and verification workstream – legal drafting, audit comfort-style procedures and due diligence – can land in the low single-digit millions and, relative to funds raised, in the lower- to mid-single digit percentages of proceeds. Conversely, for a CHF 200–300 million capital raise, that same largely fixed workstream may decline to less than one percent of proceeds, even if the absolute spend is slightly higher due to more complex business operations.
The EU Listing Act of November 2024 (Regulation (EU) 2024/2809 and Directive (EU) 2024/2810) addresses precisely this disproportion through a shorter EU prospectus, a simplified follow-on regime for seasoned issuers and a proportionate disclosure regime for issuers below EUR 1 billion. Concretely, it expands key EU prospectus exemptions for secondary issuances, notably raising the threshold from 20 to 30 per cent in specified cases, coupled in certain scenarios with a short standardised “summary“ document capped at 11 pages and not subject to approval. It introduces additional exemptions linked to an issuer‘s 18-month trading track record. Further changes, including a harmonised small-offer threshold around EUR 12 million, phase in by mid-2026. A formal Federal Council and FINMA gap analysis of the EU Listing Act, with a view to transposing the simplifications best suited to the Swiss context, would be a constructive first step.
A statutory safe harbour for forward-looking statements is, in our view, the single most valuable element to consider – it would materially reduce the defensive padding that currently inflates the length of Swiss prospectuses. Such a safe harbour would be a more valuable addition to the Swiss capital markets framework than certain other proposals currently under discussion, such as aspects of the Federal Council‘s FMIA consultation draft of June 2024, where some of the proposed measures risk adding regulatory complexity without a proportionate benefit for the domestic capital market.
Second, on conduct of business. The suitability and appropriateness rules under FinSA correctly protect retail clients from being placed in unsuitable instruments. In their current implementation, however, Swiss retail banking platforms routinely block primary-market access to IPOs on the basis of internal risk-rating rules that treat newly listed equities – and especially smaller newly listed equities – as unsuitable for ordinary execution-only channels. A Swiss equivalent of the French Offre à Prix Ouvert, the Italian Offerta Pubblica di Sottoscrizione or the British intermediaries-offer mechanism – developed through industry self-regulation rather than primary legislation – would allow controlled retail participation in IPO allocations and materially enlarge the investor base available to smaller issuers.
Third, on listing standards. The SIX Sparks segment was introduced in October 2021 with the right ambition: a more proportionate listing regime for issuers below CHF 500 million market capitalisation. Its uptake has so far been modest. A more ambitious recalibration of Sparks, drawing on the Nasdaq First North Growth Market template – a national-GAAP option, a formal twelve-to-twenty-four-month onboarding phase with simplified ongoing obligations modelled on the U.S. JOBS Act 2012 emerging-growth-company regime – would address the main features that weigh on smaller issuers. None of these adjustments requires dismantling the framework; they require recalibrating it.
These regulatory adjustments do not operate in isolation. The broader challenge is that the absence of key investor groups – retail investors and smaller pension funds – from the Swiss primary market has knock-on consequences for the entire capital markets ecosystem. Without sufficient investor demand, sell-side analysts and equity sales teams concentrate on the largest-capitalised companies where commission revenue justifies the coverage. Specialised small- and mid-cap research, of the kind that is widely available in the United States and increasingly in the Nordic markets, remains underdeveloped in Switzerland. The deal flow at the smaller end is too thin to sustain a dedicated advisory and distribution infrastructure. This creates a self-reinforcing cycle: fewer investors means less coverage, less coverage means fewer IPOs, and fewer IPOs means less incentive for investors to engage. The regulatory recalibrations proposed above are, in this sense, not just about removing individual frictions – they are about creating the preconditions for a functioning small- and mid-cap ecosystem that can sustain itself over time. As that ecosystem matures, dedicated research coverage and specialised placement capacity for smaller issuers will follow – but the structural preconditions must come first.
A Strong Pension Investor Base, Underused at the Small End
Swiss occupational pension assets exceeded CHF 1.1 trillion at the end of 2024. On any reasonable reading of capital markets theory, this pool of long-dated, real-return-seeking, domestic liabilities is the natural cornerstone investor base for domestic growth equity, including for smaller IPOs. In practice, this potential is materially underused at the small end of the market – for reasons that have less to do with regulatory ceilings than with the structure and investment culture of the second pillar.
The Swisscanto Swiss Pension Fund Study 2025, drawing on a sample of approximately 500 funds, provides the most compelling evidence. Over the five years from 2020 to 2024, the top decile of funds achieved an average annual return of 4.7 per cent, against the bottom decile‘s 1.7 per cent. The cumulative difference of about fifteen percentage points of terminal wealth is economically large. Top-decile funds held 9 per cent in alternatives and 29.9 per cent in real estate at the end of 2024; bottom-decile funds held 3.8 per cent in alternatives and compensated with a 36 per cent allocation to bonds. Crucially, the study‘s proprietary risk indicator (PKRI), co-developed with Prevanto, controls for the structural factors that typically justify a more defensive allocation. The spread is driven by investment ambition and the quality of investment governance, not by differences in risk capacity.
The regulatory framing reinforces the same point. Article 55 BVV 2 permits up to 15 per cent in alternative investments, the extension provision of Article 50(4) BVV 2 allows a fund to exceed this limit on a documented and prudent basis, and Article 53(1)(dter) BVV 2 created a dedicated category for non-listed Swiss investments. Average alternative allocations across Swiss pension funds sit at around 9 per cent – well below the regulatory ceiling. The binding constraint is the behavioural floor, not the BVV 2 ceiling. The policy lever is therefore not to reform BVV 2 but to help pension funds make better use of the room they already have.
Switzerland still had more than 1,300 registered pension institutions at the end of 2024. Consolidation is continuing – the number has fallen by more than half since the turn of the century – but only a small minority of funds, chiefly among the largest collective and public-law institutions, currently have the in-house asset-management capacity to underwrite primary-market allocations in smaller IPOs or to play a sustained cornerstone role. The Swedish AP funds demonstrate what professional, domestically anchored cornerstone investors can achieve for a national IPO market. In Switzerland, no single institution occupies a comparable role at present. The ongoing consolidation of Swiss pension funds is, over time, likely to produce a tier of larger funds with the governance and asset-management resources to act as standing cornerstone investors for domestic IPOs. Encouraging this development – through continued consolidation incentives and by supporting the build-up of in-house equity capabilities at the larger funds – is a first-order policy objective.
For the large number of smaller pension funds that will not reach that scale, the complementary intervention is the development of pooled co-investment vehicles, coordinated by the Swiss Pension Fund Association (ASIP) together with SECA and SIX. Such vehicles would spread the per-decision exposure, share due-diligence costs and create the standing order-book for smaller Swiss IPOs that currently does not exist. Article 52 BVG is a fault-based liability regime: persons entrusted with the administration or management of a pension institution are liable for loss caused intentionally or negligently, with limitation periods running five years from knowledge and in any event ten years from the act or omission. The practical concern is therefore not that participation in IPOs is prohibited, but that – without an institutionalised process – smaller funds struggle to evidence a prudent decision framework at scale. Properly structured, a pooled vehicle standardises documentation, diligence and monitoring – the very elements that are typically decisive when assessing negligence risk under Article 52 BVG – thereby reducing the process gap for smaller funds while preserving investor-protection substance.
What Sweden Got Right
Of the available comparators, the Nordic markets – and Sweden in particular – provide the most directly relevant benchmark. They operate inside a European regulatory perimeter not dissimilar to the Swiss framework, combine a mid-sized national economy with a disproportionately liquid capital market, and have produced the small-IPO ecosystem that Switzerland aspires to develop. Between 2016 and 2023, Sweden saw 508 IPOs with capital raising – more than Germany, France and Italy combined (Deutsches Aktieninstitut / Boerse Stuttgart Group, 2025). Listed market capitalisation stood at 169 per cent of GDP. Approximately 90 per cent of Swedish IPOs took place on the SME growth markets – Nasdaq First North Growth Market, Nordic Growth Market and Spotlight.
Three features of the Swedish model deserve particular attention. The first is the household-level investment vehicle. The Investeringssparkonto, or ISK, introduced in 2012, applies a flat standardised tax to the portfolio value rather than taxing realised gains, dividends and interest separately. Over half of Swedish adults now hold an ISK. Its success rests less on the headline tax rate than on the radical administrative simplification it achieves: investors no longer need to track and declare individual dividends, interest payments and capital gains – the wrapper replaces the entire annual securities declaration with a single, automatically calculated flat charge. A Swiss equivalent – tentatively, an Aktiensparkonto – would sit conceptually alongside the existing Säule 3a architecture and could be calibrated to encourage long-term equity holding. While Switzerland already exempts private capital gains from taxation, dividends are taxed at the marginal income-tax rate, often 30 to 40 per cent, and the annual Wertschriftenverzeichnis creates a material administrative burden. An Aktiensparkonto that brings dividend income under a favourable flat-rate regime and eliminates the declaration complexity would create a genuine behavioural incentive to hold listed Swiss equity – particularly at the smaller end of the market.
However, pure retail-investor dividend relief, while directionally sensible, is unlikely on its own to shift issuer behaviour, as the relevant target population for smaller IPOs consists predominantly of growth companies that reinvest earnings for an extended period. More targeted approaches could therefore be considered alongside a savingsaccount model: for example, a timelimited, degressive participation deduction for institutional investors applying a bookvalue principle – independent of the size of the participation – over a holding period of ten to fifteen years; and a reduced dividend inclusion rate during the first years of actual dividend distributions. A temporary waiver of withholding tax on earlyphase dividends could further enhance the signalling effect. These are illustrative ideas rather than concrete proposals, but they reflect the broader point that the incentive architecture should address institutional as well as private capital – retail investors alone will not be sufficient to bring the Swiss growth IPO field into bloom.
The second is the calibrated regulatory architecture of the SME growth markets. Nasdaq First North, NGM and Spotlight all operate under the EU MiFID II SME Growth Market regime (Article 33) and benefit from the EU Growth Prospectus. National accounting standards are permitted, ongoing disclosure obligations are lighter, and the legal culture around prospectus liability is pragmatic in ways the Deutsches Aktieninstitut / Boerse Stuttgart study documents in some detail. SIX Sparks was designed with the same ambition; bringing it closer to the First North template – as outlined above – would address most of the design elements that have so far limited uptake.
The third is the explicit treatment of financial literacy as a long-term investment in capital markets participation. Sweden has for more than a decade integrated capital markets education into the school curriculum, coordinated nationally between Finansinspektionen and the ministry of education. In Switzerland, curriculum competence sits with the cantons. A coordinated initiative among the major cantons – supported by the banking industry, the industry associations and the universities – would be, in our view, the single most impactful long-term investment that the Swiss capital market could make in itself. The long-term demand for Swiss listed equity will be shaped by whether the next generation of Swiss households knows how to participate in it.
A Constructive Reform Agenda
The 2024/25 reopening of Swiss IPO activity is real, and SIX has demonstrated that it is a competitive listing venue across deal sizes. The point of this editorial is not that the framework is broken – it is not – but that a series of calibration adjustments would unlock the substantial untapped potential at the mid-cap and smaller end of the market.
We propose that the agenda be organised around four verbs. The first is to calibrate. The Swiss prospectus regime, the SIX Sparks segment and the SIX Listing Rules should be benchmarked against the EU Listing Act 2024, the Swedish SME-growth-market regime and the U.S. emerging-growth-company regime, with concrete deliverables including a proportionate prospectus for issuers listing below CHF 500 million, a statutory safe harbour for forward-looking statements and an onboarding phase with simplified ongoing obligations. The second is to incentivise. The stamp duty (Emissionsabgabe) on equity issuance should be reconsidered, a degressive participation deduction introduced for institutional investors, and a time-limited reduction of dividend taxation and withholding tax for younger listed companies explored – all measures that would shift the fiscal framework from penalising equity to encouraging it. The third is to activate. Swiss retail investors should be given a controlled and institutionalised route into IPO allocations, complemented by a Swiss tax-favoured long-term equity savings account modelled on the Swedish ISK and a coordinated cantonal financial-literacy initiative. The fourth is to anchor. Larger pension funds should be encouraged to develop the in-house equity capabilities needed for a sustained cornerstone function, while pooled co-investment vehicles coordinated by ASIP, SECA and SIX would give smaller funds access to the domestic IPO market. Together, these measures would break the self-reinforcing cycle of absent investors, absent research coverage and absent deal flow – and create the conditions for a functioning Swiss small- and mid-cap ecosystem.
A version of this reform agenda is being discussed in an ongoing dialogue among Swiss capital markets stakeholders, with input from public-sector representatives, the exchange, the industry association, market participants and academia. The next Galderma will come regardless. The question is whether the next hundred Swiss mid-cap growth companies will find a home on SIX – or whether, once again, they will look abroad.
Dr. Richard Schindler, Head of Capital Markets, Zürcher Kantonalbank (richard.schindler@zkb.ch)