VC & PE Glossary
What Is Lock-Up Period?
Updated
Definition
A lock-up period is the specific span of time — counted in days or months — during which certain shareholders are barred from selling after an IPO, merger, or token listing.
Useful for: Founders, Investors
Lock-up period is the calendar length of a selling ban — the dates on the cap table that matter after you go public.
How it works
IPO lock-ups typically run 180 days from listing for officers, directors, and blockholders. Agreements may allow early release if the company beats earnings targets or the stock trades above a hurdle. Multiple tranches can release on staggered dates.
Employees with RSUs may face separate vesting plus lock-up. SPAC combinations and direct listings use different conventions but still often include restrictions.
Why it matters
- Founders: Build financial plans assuming no stock sales until lock-up ends unless a structured 10b5-1 plan is allowed earlier under rules.
- Investors: Expiry dates create predictable supply events; communicate with LPs about distribution timing post-IPO.
Blackout periods around earnings may overlap with lock-up for public company executives — compliance teams coordinate both. 10b5-1 plans can be established during lock-up in some cases with strict legal guidance.
Market makers and analysts publish lock-up expiry calendars for public companies — employee shareholders should know those dates.
Common mistake
Forgetting that lock-up applies to registered shares you already own — it is not the same as option vesting.
Practical takeaway
Mark lock-up expiry on your calendar and understand whether your shares are registered or still restricted after release — Rule 144 volume limits may still apply. Coordinate with tax advisors before first sale.
Related ideas
- Lock-Up
- 10b5-1 trading plans
- Public float and secondary offering
Common questions
Short answers for founders, LPs, and operators