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Initial Public Offerings: Lockup Agreements

Sept. 6, 2011

Lockup agreements prohibit company insiders—including employees, their friends and family, and venture capitalists—from selling their shares for a set period of time.  In other words, the shares are "locked up."  Before a company goes public, the company and its underwriter typically enter into a lockup agreement to ensure that shares owned by these insiders don’t enter the public market too soon after the offering.

The terms of lockup agreements may vary, but most prevent insiders from selling their shares for 180 days.  Lockups also may limit the number of shares that can be sold over a designated period of time.  U.S. securities laws require a company using a lockup to disclose the terms in its registration documents, including its prospectus.  Some states require lockup agreements under their "blue-sky" laws.

If you are considering investing in a company that has recently conducted an initial public offering, you should determine whether the company has a lockup and when it expires.  This is important information because a company’s stock price may drop in anticipation that locked up shares will be sold into the market when the lockup ends.

To find out whether a company has a lockup agreement, contact the company’s shareholder relations department to ask for its prospectus or obtain it online through the SEC’s EDGAR database. There are also free commercial websites that track when companies’ lockup agreements expire. The SEC does not endorse these websites and makes no representation about any of the information or services contained on these websites.

We have provided this information as a service to investors.  It is neither a legal interpretation nor a statement of SEC policy.  If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.

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