How Do You Structure Founder and Insider Lock-Ups Without Killing Liquidity?

Lock-ups calm investor fears about immediate insider selling, but overly rigid restrictions can starve a micro-cap of tradable float. The art is aligning incentives: protect the market while enabling enough liquidity for healthy price discovery and institutional accumulation. Consider tiered releases tied to time, trading volume, or operating milestones rather than a blunt 6–12 month wall.

A typical framework might hard-lock a core block (e.g., board and executive grants) while allowing controlled dribble-out of a small percentage per month after an initial quiet period. Include blackout periods around earnings and material events, and require 10b5-1 plans for any permitted sales. Make the policy simple enough to administer but robust enough to communicate credibly to investors and market makers.

Context matters. If you have a very tight float at listing, you may need a modest early-float seeding from friendly holders to avoid disorderly trading. If you’re planning a near-term uplist, design lock-ups that won’t force waivers at the worst moment. And always coordinate with your transfer agent and counsel to prevent accidental breaches.



Meraki Partners designs lock-up and sale frameworks that balance growth capital objectives with market health. We make sure your policy reads well in the prospectus or 8-k, and works in real life.