Is there a way to find out the IPO lockup period of a recent public company?

Could I find this information in the S1 document? If so, where exactly should I look for in the S1 document?

1 Answer 1


I don't know about the general case, but as an example, the S-1 of Medallia (MDLA) contains a section titled "Lock-Up and Market Standoff Agreements" (emphasis mine):

We will agree that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, [...] any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock [...] for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold hereunder and certain other exceptions.


Our directors, our executive officers, the selling stockholders and holders of substantially all of our capital stock and securities convertible into our capital stock have entered or will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of BofA Securities, Inc. and Wells Fargo Securities, LLC, (1) offer, pledge, sell, contract to sell [...]

and (I assume the following is about incentive stock options):

In addition, we have entered into agreements with our executive officers, directors and holders of our capital stock and securities convertible into or exchangeable for our capital stock, including our IRA and our standard form of option agreement, that contain certain market standoff provisions under which they have agreed that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, they will not, without our prior written consent, dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our common stock.

There was also an early release of 10% of the stock, the rationale being that the general release happened during a blackout window (and even though that would prevent only current employees from trading, past employees were also allowed to sell 10% early):

if (i) at least 120 days have elapsed since the date of this prospectus and (ii) the lock-up period is scheduled to end during a broadly applicable and regularly scheduled period during which trading in our securities would not be permitted under our insider trading policy, or a blackout period, or within five trading days prior to a blackout period, such lock-up period will end with respect to 10% of the securities subject to such lock-up agreements 15 trading days prior to the commencement of the blackout period

(Disclaimer: I worked at Medallia before their IPO, and still hold shares there.)

  • Thanks. But I often find out a company submitted several versions of the S-1 document. before IPO. Then in the sentence "for a period of 180 days after the date of this prospectus", which date is the date of this prospectus? Does this date refer to the submission date of the last S-1 document? Feb 15, 2021 at 2:45
  • @JerryZhang Good point. I believe that, in spite of the wording and the repeated filings, the clock starts on the day of the IPO. That was the case for MDLA: IPO on 7/19/19; lockdown end on 1/15/20. Note that there might be some sort of early release too: in our case, we got access to 10% of our stock after a little more than five months. That's also in the prospectus - see my edit. Feb 16, 2021 at 2:07
  • @JerryZhang By the way: I assume you're asking because you suspect that the price might drop that day the lockup ends because past and former employees dump their shares to lock in their gains. However, because the date is public information, this is already priced in by the market! That is, the market expects that some amount of shares will be dumped that day; the market might of course be wrong about the exact amount, but the price will probably drop less than you expect, or might even rise if fewer employees than expected dump their stock. Feb 16, 2021 at 3:50
  • Yes. I am worried about the price drop because I also bought an IPO stock. So far, it is great because I have made 40%. But I have also started looking at the price drop issue when lock-up period ends.I have not watched any other IPO stocks for this issue. Hope this issue is not too bad. Thanks for your answers. Feb 16, 2021 at 3:54
  • 1
    @JerryZhang You're welcome - and as mentioned, it could go either way, so definitely take a look at what happened when lockup expired for companies that are similar to the one you invested in. But it will likely be less bad than you're worrying about due to the general expectation of some amount of stock being dumped. (If this is a very recent IPO, also beware that there might be an initial wave of optimistic speculation followed by a price fall, such as with MDLA and XM.) Feb 16, 2021 at 4:05

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