A lockup period is a a predetermined time frame in which preferred shareholders (investors) and common shareholders (employees) are not able to sell their shares after a companies goes public. 


This is done as a precaution to stabilize the stock price so that new shareholders do not buy equity only to have larger shareholders immediately dump their shares.


What is an IPO?

An initial public offering (IPO) is the process of offering shares in a private company to the public in order to raise capital. This allows hedge fund managers, institutional investors, and other large firms to invest in a company and its future. The IPO process typically involves several steps, including registering the security with the SEC (Securities and Exchange Commission), filing a prospectus, and setting a stock price.


Once this has been completed, there is typically an IPO lockup period in which hedge fund managers, private equity investors, and other large shareholders are prevented from selling their shares for a certain amount of time. This lockup period is intended to give the company time to stabilize its operations before allowing large investors to exit the stock, which helps to protect smaller shareholders from sudden drops in price caused by large investors selling off their holdings.


After the lockup period expires, hedge fund managers and other large investors are free to sell their shares.



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How does a lockup period work?

A lock-up period happens during initial public offerings. During this time, certain shareholders such as founders, executives, key employees and early investors who own a lot of the company’s stock are not allowed to sell their shares.


Before an initial public offering, a company’s stock is illiquid, meaning there is no market for preferred and common shareholders to sell their shares. Once that company decides to IPO, their shares become available on a public market, and other investors are able to buy equity in the company through a stock exchange.


The reason why some shares must stay put for a while is so that there will not be too much selling happening at once after the initial public offering and it does not crash the company’s stock price. Companies limit how many people can sell shares at once during this period, usually anywhere between 90-180 days.


Why is a lockup period necessary?

The IPO lock-up period is necessary because it helps to stabilize the market price of the company’s stock and reduce volatility in the stock’s market price. 


Investors will have more confidence in investing and won’t be scared away due to sudden drops in the stock’s value. Additionally, this ensures that early investors who took a risk on the company get rewarded for their efforts instead of being overwhelmed with new shares flooding the market from other investors. It also prevents any insider trading or manipulation of share prices by venture capitalists or other key shareholders.



Who is subject to a lockup period?

The lock-up period usually applies to hedge fund managers, private company employees and executives, and institutional investors who own a large number of shares in the company. These shareholders are subject to the lock-up period and are restricted from selling their shares for a specified amount of time. This is because it helps to prevent any sudden drops in the stock’s value due to too many people selling their shares at once. It also prevents any insider selling or trading and/or market manipulation by key shareholders.


During this time, these shareholders are not allowed to sell their shares on public exchanges or other markets until the lock-up period has expired. This ensures that early backers who took a risk on the company get rewarded for their investments instead of being overwhelmed with new shares flooding the market from other investors.


Furthermore, hedge fund managers and institutional investors who hold large amounts of stock may be subject to additional restrictions regarding when they can sell their stocks. For example, they may be required to wait until specific dates before they are permitted to liquidate portions of their holdings or engaging in any kind of share swaps or derivatives transactions.


Ultimately, companies use lock-up periods as part of their IPO process to protect existing shareholders and prospective investors from potential volatility caused by too much selling pressure after an IPO occurs. By imposing restrictions on certain parties during this time period, it helps provide stability in the stock’s price which will ultimately result in greater confidence among those looking to invest in the company’s stock.

What happens after a lockup period?

Once the lock-up period expires, all shares that were previously restricted become available for trading on public markets again.

This can cause an increase in selling pressure on the stock, which may lead to a decrease in the share price. However, if the company has been performing well and investor sentiment is strong then this can often increase demand for shares and a corresponding rise in share prices. Ultimately, it is important to remember that nothing is guaranteed when it comes to investing and past performance does not indicate future results.


However, understanding how lock-up periods work can help investors make informed decisions and understand potential risks or rewards before investing. Investors should also take into account other factors such as the company’s fundamentals and outlook before deciding whether they want to invest in its IPO or wait until after the lock-up period ends.


Are companies legally required to set lockup periods?

No, the SEC does not mandate that companies set any sort of lockup period. 


Companies who decide to implement lockup periods do so to prevent insider trading and manipulation of share prices. Additionally, the lockup period helps reduce volatility and increase investor confidence in a company’s stock.


Ultimately, it is up to the company’s board of directors and shareholders to decide whether or not a lock-up period should be put in place.


How to identify upcoming an IPO lockup period?

The best way to identify upcoming IPO lock up periods is to follow news sources in the financial and business industries. These sources will often provide information about when companies are planning their IPOs, including any associated lockup periods. 


Additionally, websites such as IPO Monitor or EDGAR can help investors track the progress of a company’s IPO and its associated lock-up period.


How does a lockup period help maintain the stock price after an IPO?

Lockup periods helps maintain price stability after an IPO by preventing large numbers of shares from flooding the market and negatively affecting the IPO price. 


This reduces volatility in the stock price, which can help ensure investors get a fair return on their investment. Additionally, it prevents any insider trading or manipulation of share prices by key shareholders, helping to ensure that stock prices are driven by market forces and not manipulation. Ultimately, the lock up period helps to ensure that investor sentiment and demand for shares remain strong in the long term.


In conclusion, it is important to understand how a lock up period work when investing in an IPO. These periods can protect investors from potential risks while also helping to maintain price stability for the company.

Bottom line

In short, a lockup period is a clause in an IPO or investment contract that prohibits insiders from selling their shares for a specific time after the shares start trading. The purpose of these restrictions is to prevent large sell-offs that could destabilize the stock and hurt investors from the general public.


After the lock-up period ends, company insiders are free to buy and sell as they please. For shareholders, this can provide some much-needed liquidity. It also gives them the opportunity to cash out if they’re not happy with how the company is performing.


Whether you’re an investor or a company insider, it’s important to understand how lockup periods work so you can make informed decisions about when to buy or sell your shares.


To learn more about other terms commonly used in venture capital, check out our complete VC Glossary.


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