Lock-Up Agreements

What this video covers

• Why lock-up agreements are private contracts between the underwriter and the issuer or its insiders, not Securities and Exchange Commission (SEC) mandates, and what the SEC actually requires
• The difference between an issuer lock-up (blocking new shares from coming out of the company) and a shareholder lock-up (blocking existing shares from insiders entering the market)
• What the issuer lock-up restricts beyond primary issuance, including registered exchanges and employee stock purchase plan accelerations
• Why 180 days is the industry standard IPO lock-up duration, and why 90-day or 365-day terms are still valid negotiated outcomes with no regulatory floor
• Who holds the waiver right for early release from a lock-up, and the distinction between a discretionary waiver and the hard contractual cliff
• How underwriters manage price overhang at the cliff through staggered releases, controlled secondary offerings, or lock-up extensions
• The valuation analyst's perspective on modeling the cliff as a scheduled supply event versus a rare negotiated exception