From Pre-IPO to Public: Lock-Ups, Transfer Freezes and What SPV Holders Receive

SpaceX has listed, Anthropic has filed and OpenAI has ruled out a listing this year. For anyone holding shares or SPV interests in a company on its way to market, the listing decides what can be sold, when, and through how many hands the shares must pass first. This is how the transition works in practice, and what it means for holders and buyers.

When a private company lists, its existing shares become listed shares, but most of them cannot be sold on the first day. Pre-IPO holders sign lock-up agreements that release their shares in stages, and in 2026 those stages have become longer and more finely cut than the traditional single release after 180 days. Investors who hold through special purpose vehicles wait twice: first for the lock-up to release the vehicle’s shares, then for the vehicle, and every vehicle above it, to pass them on.

The window before a listing narrows too. Many companies stop approving share transfers while they prepare for an IPO, to keep the shareholder register stable, and the largest issuers have gone further. In May, Anthropic stated that any sale or transfer of its stock, or of any interest in its stock, that its board had not approved is void. For holders and buyers alike, the months either side of a listing are when structure matters most.

What changes when a company prepares to list?

Before a listing, shares in a private company change hands in three ways: company-run tender offers, transfers the company approves, and, in the most sought-after names, interests in vehicles that already sit on the register. Tenders often come shortly before a listing. In April, an Anthropic tender let employees and other insiders sell USD 4.66 billion of shares at USD 25.91 each, according to PitchBook.

Once preparation begins, the register tends to close. Nasdaq Private Market notes that many companies impose transfer restrictions as they prepare for an IPO and may block sales and transfers altogether, to keep the record of ownership accurate. The prospectus needs a fixed share count, and every holder of record, vehicles included, is asked to sign a lock-up.

Interests in vehicles are where trading tends to continue, because the vehicle, not its investors, appears on the register. That is the activity issuers have moved against. A buyer of a vehicle interest close to a listing is buying a claim on future shares, with the vehicle’s lock-up, distribution timetable and fees attached, and with the risk that the issuer does not recognise the chain at all.

How do lock-ups work in 2026?

The traditional lock-up kept insiders out of the market for 180 days and then released everything at once. The 2026 listings have replaced that with schedules of many smaller releases, tied to fixed days after the listing and to earnings announcements.

• SpaceX. Shares under the standard lock-up have been released in tranches since the first results after the listing in August, with fixed-date releases through the autumn and the remainder on 8 December 2026. Elon Musk’s shares are locked for 366 days.
• Anthropic. The S-1 sets out more than twenty release windows over roughly a year. Certain insiders may sell up to 10 per cent of their locked-up shares from the first trading day and a further 35 per cent after the 2026 annual results. Other holders under the standard lock-up are released in slices, starting with 6 per cent 27 days and another 6 per cent 48 days after the prospectus date.

Two consequences follow. Supply arrives in steps rather than in a single wave, which spreads selling pressure but keeps it coming for months. And the date on which a given holder can sell depends on the category that holder falls into, which the prospectus sets out. Vehicles on the register are holders of record and are bound like everyone else; the underwriters can waive a lock-up, but only at their discretion.

What do SPV holders receive, and when?

An investor in a single-layer vehicle owns an interest in the vehicle, not shares in the company. When the lock-up releases the vehicle’s shares, the manager either distributes them in kind to the investors’ brokerage accounts or sells them and distributes cash, as the vehicle’s documents allow. Which of the two, and when, is often at the manager’s discretion. Speaking to TechCrunch at the SpaceX listing, one manager put the window for a first-layer vehicle to distribute at 30 days.

Fees and carried interest crystallise at this point. Where a vehicle charges carry, the manager typically calculates it on the realised or distributed value and withholds it, in shares or in cash, before passing on the rest. In a chain of vehicles, each layer repeats the process on what it receives.

Each layer also waits for the one above it. TechCrunch reported in June that some SpaceX vehicles were stacked four or five layers deep, that many investors in lower layers did not know at the listing how many shares they would receive, and that the bottom layer of a chain might wait eight or nine months for its final distribution. Where an issuer never recognised a chain, the shares may not arrive at all.

Sell before the listing, or hold through the lock-up?

There is no general answer, but the trade-off is clear. A sale before the listing gives certainty, usually at a discount that reflects time, the lock-up and the risk that the transfer is not approved; close to a listing it may only be possible at vehicle level. Holding gives exposure to the public price, which need not stay above the last private mark.

The first months of the SpaceX listing illustrate the point. In mid-July, five weeks after its debut, the stock closed at USD 136.08, one dollar above the offer price, after a three-session slide (Bloomberg). PitchBook’s latest review of the venture secondary market argues that the market has “just passed its peak”: early buyers are already selling, while many late buyers, including those in multi-layer vehicles, are still waiting.

For a holder deciding now, the questions are practical:

• Category. Which lock-up applies, and on which dates do the releases fall?
• Concentration. How much of the portfolio rides on one listing, and can sales be staged across release windows?
• Structure. If the position is held through a vehicle, will the manager distribute shares or cash, and when?
• Tax and cost basis. Is the cost basis documented through every layer, and does the timing of a sale change the tax outcome?

What do the listings change for buyers?

Every listing removes a name from the pre-IPO universe, and the demand that chased it moves on. PitchBook observes that AI still dominates secondary trading but that demand is broadening to established names in fintech, defence and prediction markets, as pricing in the leading AI names grows steeper.

Pricing is becoming more disciplined at the same time. On EquityZen, 83.54 per cent of trades in the third quarter cleared below the last primary round, up from 74.7 per cent in the second, and the share of AI trades clearing at a premium fell from 62.0 to 26.47 per cent. Volume rose 57.4 per cent over the quarter, so the market is not drying up; it is repricing.

Time to liquidity deserves as much attention as the entry price. With 18 US venture-backed listings in the third quarter and 992 unicorns still private, an exit is not guaranteed on any schedule. A buyer entering today through a vehicle should know how that vehicle distributes at a listing before committing, and should prefer positions as close to the register as possible.

What it means for investors and holders

• Direct holders should map their release dates from the prospectus and plan any sales around the earnings-linked windows.
• SPV investors should ask their manager now whether distribution will be in kind or in cash, on what timetable, how carry will be calculated, and how many vehicles sit above them.
• Buyers of pre-IPO exposure should price the time to liquidity as well as the entry discount, and confirm that the issuer recognises the structure.
• Family offices and other allocators can treat the listing calendar as part of portfolio construction, staging concentrated positions out across several release windows rather than one.

Frequently asked questions about pre-IPO shares at listing

What happens to pre-IPO shares when a company goes public?

Preferred shares typically convert into common shares at the listing. Most pre-IPO holders are bound by lock-up agreements and can sell only in the release windows the prospectus sets out. In 2026 those windows have been staged over months rather than released all at once after 180 days.

When do SPV investors receive their shares after an IPO?

Only after the vehicle’s own shares are released from lock-up. The first-layer vehicle then has a period, often around 30 days, to distribute shares or cash to its investors, and each further layer waits for the one above. Investors at the bottom of a multi-layer chain may wait many months.

Can pre-IPO shares still change hands after a company files for its IPO?

Rarely at company level. Many companies stop approving transfers while they prepare to list, to keep the register stable. Interests in vehicles can sometimes still trade, but the buyer inherits the vehicle’s lock-up and distribution timetable, and some issuers say they will not recognise transfers they have not approved.

What is a staggered lock-up?

A lock-up that releases shares in several tranches, tied to fixed days after the listing or to earnings releases, instead of all at once after 180 days. SpaceX and Anthropic both use staged schedules; Anthropic’s runs to more than twenty windows over about a year.

Is it better to sell before or after the IPO?

It depends on the price available before the listing, the holder’s lock-up category, concentration and tax position. A sale before the listing gives certainty at a discount; holding gives exposure to the public price, which can fall below the last private mark.

Why this matters for clients working with Breslin

Breslin AG is a private markets intermediary founded in 1996, based in Zurich with offices in London and Frankfurt. It places primary and secondary positions in late-stage technology companies (AI, defence, fintech) and life sciences for institutional and professional investors, and advises on private equity secondaries. Around a listing the work is the same as at any other time, with less room for error: establishing what can transfer, at which level of the structure and on whose consent, before any buyer is approached. Holders looking for liquidity ahead of a release window, and buyers looking for the next cohort of late-stage companies, will find the scope of the desk on our venture secondaries page; how positions change hands in the AI names specifically is covered in AI and compute secondaries in 2026.

Conclusion

The 2026 listings show that a listing is less a single event than a schedule. For direct holders the schedule is printed in the prospectus; for investors in vehicles it runs through the manager, and through every manager above. The holders and buyers who come through a listing best are those who know, before the first trading day, exactly what they own, at which level, and when it will be theirs to sell.

Sources: Anthropic PBC, Form S-1 registration statement (26 October 2026); Yahoo Finance and CNN (26 October 2026); PitchBook, “Anthropic’s IPO: the who, what and why?” (October 2026); summaries of SpaceX’s final prospectus (June 2026) by The Financial Sciences Company; Bloomberg (15 July 2026); Axios (13 May 2026); TechCrunch (11 June 2026); Nasdaq Private Market, “Are You Eligible to Sell Private Company Stock?”; The New York Times via Bloomberg Law, and Techzine, on OpenAI’s timing (September 2026); PitchBook, Q3 2026 US VC Secondary Market Watch and Q3 2026 PitchBook-NVCA Venture Monitor; EquityZen, Secondary Spotlight: Private Company Investment Trends, Q3 2026 (22 October 2026). This article is informational and does not constitute an offer, a solicitation, a recommendation or investment advice; it is not directed at retail or non-professional investors. Breslin may act for holders or prospective buyers of securities of companies mentioned.