---
title: "What Is Lock-Up Period?"
term: "Lock-Up Period"
description: "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."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/lock-up-period
---

# What Is Lock-Up Period?

> 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.

**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](/glossary/lock-up)
- 10b5-1 trading plans
- Public float and secondary offering

## FAQ

### What is Lock-Up Period in simple terms?

The lock-up period is the countdown during which restricted shareholders cannot sell — commonly 90 to 180 days after an IPO for company insiders and major pre-IPO investors.

### Why does Lock-Up Period matter?

Founders map personal liquidity to lock-up expiry, not listing day. Investors modeling public float include when locked shares may hit the market.


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Source: https://venturecapitaltracker.com/glossary/lock-up-period