Your company just IPO'd. Now what?

What just happened to your taxes

If you held double-trigger RSUs — the kind private companies issue, which require both time-vesting and a liquidity event before they settle — the IPO was the second trigger. Every unvested unit that had already satisfied its time-vest schedule settled on the IPO date as a single ordinary-income event.

Act now: add up your settlement income, estimate the federal and state tax at your real marginal rate, subtract whatever was withheld, and set that cash aside in a money-market or T-bill account. Estimated tax payments are due quarterly; a large underpayment triggers interest and penalties.

Reading your lockup calendar

A standard IPO lockup restricts insiders and employees from selling for roughly 180 days after the offering. But standard is not universal:

• Staggered schedules. Some companies (SpaceX is a recent example) negotiate schedules that release partial allotments in tranches before the 180-day cliff — tied to earnings releases or stock-price milestones. These are rare and better for employees; don't assume you have one without reading your lockup agreement.
• Directors and officers vs. employees. Insider lockups and employee lockups often have different terms. Read yours, not your colleague's.
• Early release clauses. Some agreements permit partial early release if the stock trades above a price threshold on a consecutive-session count. Check the specific language.

Map your specific dates now — including any partial tranches — before the first window opens. Decisions made during a window are usually worse than decisions made before it.

The lockup expiration cliff (and why it isn't your enemy)

When lockups expire, shares hit the market. On large IPOs, this can be a meaningful supply event — and short-sellers often position ahead of it. Post-lockup price drops are common but not universal, and they don't change your optimal decision, because your optimal decision should already be pre-committed.

See how Figma employees navigated their lockup expiration — a preview of what post-IPO concentration looks like from the inside.

10b5-1 plans: pre-commit while you can't sell

A Rule 10b5-1 trading plan is a written contract to sell a predetermined amount on a predetermined schedule, adopted at a time when you don't possess material nonpublic information. Once in place, trades execute automatically — you can't cancel or modify them based on later information, which is the point.

1. Adopt during lockup. You can set up a 10b5-1 plan while the lockup is still in effect — trades won't execute until the lockup expires, but the clock on the mandatory cooling-off period starts now.
2. Cooling-off periods. For directors and officers: the later of 90 days after plan adoption, or the end of the next quarter after adoption — capped at 120 days total. For other employees: 30 days. These rules came from the SEC's December 2022 amendments and remain in effect.³
3. Single-plan rule. Officers and directors generally can't run multiple overlapping 10b5-1 plans simultaneously. Single-trade plans are limited to one per year per person.
4. The benefit. Systematic, documented, removes real-time emotion, and gives you a defensible compliance posture if you're ever in an MNPI window when trades execute.

If you're a non-officer employee, a 10b5-1 is still useful but somewhat less essential — you can sell in open trading windows as long as you don't possess MNPI. Talk to your company's general counsel or equity administrator about window policy before assuming you can trade freely at lockup expiration.

The long-term capital gains clock

RSU shares have a basis equal to the FMV at settlement, and a holding period that starts at settlement. If your double-trigger RSUs settled on the IPO date — say, June 2026 — they become eligible for long-term capital gains treatment 12 months later, in June 2027.

Holding to qualify for LTCG treatment creates concentration risk — you remain exposed to price movement during that 12-month period. The question isn't whether you want the tax savings; it's whether you can afford the downside if the stock drops 50% while you wait. That's a risk tolerance and financial-plan question, not a tax question.

Building the glidepath

The decisions, in order:

1. Target allocation first. What percentage of your total net worth should a single volatile stock represent after you've worked through your windows? 10%? 20%? The answer depends on your other assets, income stability, and risk capacity — not on how much you believe in the company. Set the target before you can trade.
2. Map proceeds to goals. Tax reserve comes first. After that: home purchase, cash runway, retirement accounts, diversified brokerage — size each bucket from net proceeds, not gross.
3. Assign amounts to windows. Given your tranche calendar and cooling-off periods, when can you sell what? A 10b5-1 plan converts this into a schedule. Without one, pre-commit mentally and in writing — the in-window environment is the worst time to decide.
4. Lot accounting. Sell order across lots (earliest-first, highest-basis-first, specific ID) changes your tax bill. Your brokerage controls default lot selection; make sure it matches your plan.

For SpaceX employees: the staggered lockup schedule gives multiple windows in 2026. Map the calendar from the SpaceX equity page, pre-commit a tranche percentage to each window, and treat each release as a sell-before-thinking event — not a sell-or-don't decision.

Your lockup clock is already running.

Get matched with a fee-only fiduciary who works post-IPO equity — settlement-tax gaps, lot accounting, 10b5-1 plan design, and glidepath modeling. Free, no obligation.