SpaceX filed a plan to modify the traditional 180‑day lock‑up for pre‑IPO shareholders, allowing staged resale tied to company performance.
Up to 20 % of the restricted share pool may be sold shortly after the second‑quarter earnings release post‑IPO.
An additional 10 % becomes eligible if the post‑IPO share price trades at least 30 % above the offering price.
Five further tranches of 7 % each are scheduled to unlock at intervals between 70 and 135 days after listing.
After a subsequent earnings report, another 28 % of the restricted shares may be released.
Any remaining shares are unlocked at the standard 180‑day mark.
Elon Musk holds 85.1 % of voting power and 12.3 % of the economic interest in Class A shares and has agreed to a 366‑day sell restriction; other major investors have the same 366‑day restriction.
The filing does not disclose the absolute number of shares subject to the staged lock‑up nor the exact percentage of total outstanding shares eligible for early release.
SpaceX is targeting a valuation of up to $1.75 trillion; even a modest early sale could represent tens of billions of dollars.
Similar performance‑based staggered unlock structures have been used by Airbnb, DoorDash, Snowflake (2020‑21 IPOs), Cerebras, Rubrik, Reddit and Ibotta.
