Find who is locked up after an offering, and until when
Lock-up terms are agreements by insiders and existing shareholders not to sell or transfer their shares for a set period after an offering. The prospectus describes who signed, how long the restriction lasts, which transfers are still allowed and what can end it early. Ask Search+ "What are the lock-up terms, and what exceptions apply?" and the answer cites the provisions, wherever in the prospectus they appear.
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Last updated October 2026
How to find lock-up terms with Search+
- Upload the latest prospectus
Add the final prospectus, or the most recent amendment, in the PDF form it was filed in. Lock-up details can be adjusted between versions, so make sure the version you ask about is the one that applies.
- Ask about each part of the lock-up separately
Ask who is bound, then how long the period runs, then which transfers are excepted, then what allows early release. Each part is often written in a different paragraph or section.
- Follow references to other sections
The lock-up summary often points to the underwriting section or to the shares eligible for future sale section. Ask a follow-up about the referenced section so the full terms are cited together.
Questions to ask about lock-up terms
Which shareholders, officers and directors signed lock-up agreements, and does the company itself have a restriction on issuing shares?
How long does the lock-up last, and from which date is it measured?
What transfers are allowed during the lock-up, such as gifts, transfers to family trusts or sales under existing trading plans?
Can the lock-up end early, for example tied to an earnings release or the share price, and what conditions apply?
Who can waive the lock-up, and does the prospectus say how waivers would be announced?
How many shares does the prospectus say become eligible for sale when the lock-up ends?
What to look for in lock-up terms
A lock-up is a contractual promise, usually made to the underwriters, not to sell, pledge or otherwise transfer shares for a period after the offering. Its purpose is to limit selling pressure while the stock begins trading.
Lock-ups are usually summarized in the offering summary, set out in the shares eligible for future sale section and described again in the underwriting section. Read all three, because the details are not always repeated in full.
Lock-up periods differ between offerings and can be staged, with portions of shares released at different times. Ask for the exact period stated in this prospectus rather than assuming a usual length.
Most lock-ups allow certain transfers, such as gifts, transfers to affiliates or estate planning vehicles, often on condition that the recipient also agrees to the lock-up. These carve-outs can be extensive.
Some lock-ups end early if conditions tied to earnings announcements or share price are met, and the underwriters can usually waive the restriction. Both change when shares can actually reach the market.
Search+ finds passages by meaning, so a question about selling restrictions can surface lock-up wording under a different heading, and every answer cites the excerpt.
Lock-up wording and what to ask next
| Wording you may see | What it usually signals | A follow-up question |
|---|---|---|
| "Lock-up agreements" or "market standoff" | A restriction on selling shares | Who signed the lock-up, and does a separate market standoff provision apply? |
| "Without the prior written consent of" | The underwriters can waive the restriction | Which parties can consent to an early sale? |
| "Subject to certain exceptions" | Allowed transfers exist | What transfers are excepted, and on what conditions? |
| "Shall terminate on the earlier of" | More than one end point | What events can end the lock-up before the stated period? |
| "Shares eligible for future sale" | A section on supply of shares after the offering | How many shares become eligible to sell at each release date? |
| "Trading plan" | Pre-arranged sales that may be allowed | Are sales under existing trading plans excepted from the lock-up? |
What are lock-up terms in a prospectus?
Lock-up terms are the conditions under which insiders, existing shareholders and sometimes the issuer agree not to sell or issue shares for a defined period after a public offering, as described in the prospectus.
Questions about lock-up terms
Can Search+ find every place the lock-up is described?
Will it tell me the exact date the lock-up ends?
Can it list the exceptions to the lock-up?
Can I compare lock-ups across several IPOs?
Does Search+ say what the stock will do when the lock-up expires?
Know when the locked shares come free
Start a workspace, upload the prospectus, and ask what the lock-up allows.
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