Before accepting an offer from a startup that says it is preparing for an IPO, verify the equity award in writing, understand when you could actually sell shares, and separate documented company milestones from a hoped-for listing date. An IPO may never happen, and even a successful listing does not necessarily make employee shares immediately sellable.
What is the company actually granting?
Start with the award documents, not a recruiter’s estimate of what the equity might be worth. Identify the instrument—such as stock options, restricted stock, or restricted stock units (RSUs)—and the number of shares or units. For options, also confirm the strike price, expiration date, vesting terms, and post-employment exercise window.
A share count alone is hard to interpret. Ask what ownership percentage the award represents and what capitalization figure the company uses, such as its fully diluted share count. The SEC explains that startup ownership may be expressed as a number of shares or as a percentage of the capitalization table, and that an option gives its holder the right, but not the obligation, to buy shares at a strike price after vesting: SEC guidance on common startup securities.
- Is the grant conditional on board approval, and when will it be formally approved?
- What is the vesting commencement date and schedule?
- What happens to vested and unvested awards if you leave, the company is acquired, or it completes an IPO?
- Does the plan provide for acceleration after a change of control or IPO, and under what conditions?
- For options, can you early-exercise, and what restrictions and tax consequences would apply?
Read the offer, equity plan, and grant agreement together. A headline number or informal promise may not capture the operative terms.
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Can you sell the shares before an IPO?
Assume private-company equity is illiquid unless the company documents a permitted route to a sale. The SEC says securities issued under Rule 701 are restricted and cannot be freely traded unless registered or the holder can rely on an exemption. Private shares may also be subject to company transfer restrictions. Ask whether employee secondary sales are allowed, who must approve a transfer, and whether the company has repurchase rights or a right of first refusal. See the SEC’s Rule 701 guidance.
That SEC URL is not correct; use only valid source links. Instead, Rule 701 guidance is available at SEC Rule 701.
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Rule 701 is an exemption for certain compensatory securities sales to employees, consultants, and advisers. The SEC’s page says that when an issuer sells more than $10 million in securities under Rule 701 during a 12-month period, it must provide specified financial and other disclosures to recipients during that period. This threshold concerns issuer disclosure obligations; it does not tell you what your award is worth. The page is dated June 13, 2024, and indicates it was last reviewed or updated March 17, 2026: SEC Rule 701 guidance.
Does an IPO mean you can sell immediately?
No. An IPO is not a guaranteed exit or an automatic sale opportunity for every employee. The SEC identifies public offerings, acquisitions, mergers, and liquidation as possible liquidity paths for private-company securities, but the route and applicable restrictions matter. Ask what lockup or insider-trading restrictions could apply to your shares, when they would begin and end, and whether the company or underwriters may extend or change them. The actual agreements and offering documents control.
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The SEC says lockup terms vary, while most lockups described in its investor guidance prevent insiders, including employees, from selling for 180 days. That is a typical period cited in undated SEC guidance accessed October 4, 2026—not a promise about a particular IPO. Lockup terms are disclosed in registration documents such as the prospectus. Read the company’s applicable agreement and, if a registration statement exists, its disclosures: SEC guidance on exit strategies and liquidity and SEC investor guidance on IPO lockups.
What happens to options if you leave?
For options, the post-employment exercise window can be consequential: vested options may expire if you do not exercise within the period set by the plan and grant documents. Confirm the exact deadline and how it is calculated before accepting. Also ask how much cash you would need to pay the strike price and whether an exercise would leave you holding shares you cannot sell.
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Do not treat an IPO target as a substitute for understanding departure terms. The grant documents determine what happens to your vested options, and a future listing is uncertain.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Could exercising trigger taxes?
Find out whether the option is an incentive stock option (ISO), another statutory option, or a nonstatutory option before estimating taxes. IRS Topic 427 says tax treatment depends on option type and circumstances. Generally, statutory options do not create gross income at grant or exercise, but exercising an ISO may trigger alternative minimum tax (AMT). For most nonstatutory options without a readily determinable fair market value, the IRS says there is generally no taxable event at grant; at exercise, the value of the stock received minus the amount paid is included in income. Later sale can have separate tax consequences and holding-period rules. Consult the current IRS guidance and a qualified tax adviser before exercising or making an election: IRS Topic 427: Stock options.
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Consider the cash exposure as well as the tax bill: exercise cost, possible taxes, and the risk of owing money while the shares remain unsold. These are general federal tax points, not individualized advice; eligibility for any special tax treatment depends on specific requirements.
What evidence supports the company’s IPO claim?
Ask what the company means by “preparing for an IPO,” which milestones remain, what supports its stated timeline, and what relevant documents you can appropriately review. Distinguish completed steps from plans, projections, or management targets. A target date is not a promise.
General SEC and IRS rules cannot verify a specific startup’s filing plans, capitalization, valuation, financial condition, or likelihood and timing of a listing. Evaluate the equity and job on their written terms and do not rely on an assumed IPO to make the offer work.
Compare offers on the same basis
Use the same questions for each startup so a larger-looking grant does not distract from differences in ownership context, exercise terms, liquidity, or risk.
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Quick Recap
| Check | What to get in writing or ask |
|---|---|
| Award | Instrument, number of shares or units, ownership percentage or capitalization basis, and any board-approval condition |
| Vesting and service | Commencement date, schedule, treatment on termination or acquisition, and any acceleration terms |
| Option mechanics | Strike price, expiration, post-employment exercise window, and early-exercise rules |
| Liquidity | Whether employee secondary sales are permitted, approval process, transfer limits, repurchase rights, and rights of first refusal |
| IPO restrictions | Potential lockup and insider-trading restrictions, their duration, and who may change them |
| Tax and cash | Option classification, likely exercise costs, tax exposure, and whether shares might remain unsold |
| IPO evidence | Specific preparation milestones, outstanding steps, supporting information, and uncertainty around timing |
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