Reverse vesting is a schedule where shareholders hold stock immediately, but the company retains the right to repurchase unvested shares if they stop working for the business.

How it works

At incorporation, three co-founders each get 3M shares of restricted stock. All shares are issued, but 75% are subject to reverse vesting over four years with a one-year cliff.

If a founder leaves at month 18, they keep vested shares (roughly half after cliff math) and the company repurchases the rest at $0.0001 per share. The repurchased shares return to the option pool or cancel, depending on cap table design.

Investors often require re-vesting at Series A: founders who already vested years of stock agree to a new four-year schedule on some or all holdings. Acceleration (single or double trigger) may vest unvested shares on acquisition or termination without cause.

File an 83(b) election within 30 days of grant when FMV is near zero to avoid tax on later vesting events.

Why it matters

• Founders: Negotiate cliff length, acceleration, and good leaver vs bad leaver treatment before you need them.
• Investors: Standard condition for financing — without reverse vesting, key-person departure can paralyze governance.

Common mistake

Skipping 83(b) because the company “is worth nothing.” If the company succeeds, vesting without 83(b) can trigger ordinary income tax on spread at each vesting date.

Related ideas

See also restricted stock, leaver provisions, cap table, and equity incentive plan.