EQuity Compensation & IPO Planning

When can SpaceX employees sell their shares?

Not all at once. The lockup is staggered across six windows over roughly six months. The first opportunity for most employees is the 70-day post-IPO tranche on August 21, followed by a larger release after Q2 earnings, confirmed for September 2

From there, tranches release at 70, 90, 105, 120, and 135 days post-IPO (7% each), then a larger tranche after Q3 earnings, with full release expected on December 8, 2026 on the 180 day post-IPO calculation. Your specific windows depend on your equity type, grant date, and how SpaceX classified you in the offering documents. Not every employee has access to every window.

Does the lockup apply to former SpaceX employees and alumni?

Yes, if you hold shares. The lockup is tied to the shares themselves, not to current employment status. If you left SpaceX before the IPO but exercised your vested options and hold the resulting stock, you are subject to the same staggered schedule as current employees. The one scenario where former employees have nothing to lock up: if you left and did not exercise vested options within your post-termination window (typically 90 days for ISOs), those options expired worthless and there is nothing left to sell.

Former employees do have one advantage over current staff after the lockup expires. The recurring quarterly blackout windows that restrict when current employees can trade generally do not apply to alumni. Once the lockup clears, you can sell when it makes sense for your situation rather than waiting for a trading window to open.

Can I sell any shares during the lockup period?

In limited circumstances, yes. Employees can typically participate in net settlement (shares withheld to cover tax obligations at RSU vesting) and sell-to-cover transactions (open market sales specifically to cover exercise costs or tax withholding). These are not discretionary sales. Outside of those mechanics, the lockup agreement prevents selling until each window opens on its scheduled date. Check your specific plan documents and any communications from SpaceX's equity plan administrator to confirm what applies to you.

What is the SpaceX performance trigger?

The performance trigger is a conditional additional release of 10% of eligible shares on top of the Q2 earnings window. It triggers if SPCX trades at least 30% above the $135 IPO price (meaning $175.50 or higher) for five of the ten trading days tied to SpaceX's confirmed September 2 earnings report.

As of July 17, SPCX closed at $123.99, roughly 45% below its 52-week high of $225.64 and 41% below the $175.50 trigger level. An aborted Starship test flight on July 16 drove the stock below its IPO price for the first time, with short interest climbing to ~181M shares (~28% of float).

This scenario requires a 41% rally and is far from certain given recent volatility. Don't plan around it as a core assumption but recognize it could happen. Build your framework assuming the performance trigger does not unlock and treat it as potential upside. Your planning focus should be the time-based windows that are guaranteed to occur.

SPCX opened at $150 on June 12 and peaked at $225.64 on June 16, up 67% from IPO, but has now fallen below $135 on July 15-17 following operational setbacks including an aborted Starship test flight on July 16. Employees who held through the peak are now sitting on losses to the IPO price, a dramatic reversal from the early gains. That gap between "we made money on paper" to "we're now underwater" is exactly the emotional terrain where panic-driven selling and hold-too-long decisions collide. The volatility is extreme. Plan accordingly.

A case in point: SPCX joined the Nasdaq-100 on July 7, triggering ~$4.3B in forced buying from QQQ alone into a stock with only 3-5% public float. Despite the index inclusion tailwind, the stock peaked at $225.64 on June 16, then gave back all gains and fell below the IPO price by mid-July following the Starship abort and broader Nasdaq weakness. This is a vivid illustration that index mechanics, analyst initiations, and headline flow move prices independent of fundamentals. Another reason not to treat any single price level as a signal for what to do at your lockup windows.

Release after Q2 2026 earnings. Up to 20% of eligible shares. SpaceX's Q2 earnings are expected in early September 2026 (September 2 confirmed). This window opens the second trading day after that report. Note that the smaller 7% tranche at day 70 (August 21) actually arrives about two weeks earlier. See the time-based releases below. Plan both windows as independent decision points given the market volatility since IPO.

How are SpaceX RSUs taxed?

RSUs are taxed as ordinary income at vesting, based on the fair market value of the shares on the vesting date. Federal income tax, Social Security, and Medicare taxes all apply the moment shares vest, not when you sell. Now that SpaceX is public, that vesting price is a live market price rather than a 409A estimate, which means the tax bill at each vesting event is both larger and more visible. The decision of whether to sell immediately at vesting to cover the tax or hold for potential appreciation compounds across every vesting event during the lockup period.

What is the difference between ISOs and NSOs?

Incentive stock options can qualify for more favorable long-term capital gains tax treatment if you meet two holding period requirements: more than two years from grant date and more than one year from exercise date. The tradeoff is AMT exposure at exercise. Non-qualified stock options do not carry that benefit. The spread between your strike price and the market price at exercise is taxed as ordinary income regardless of how long you hold the shares afterward. Most SpaceX employees hold a mix of both types. Understanding which you have and how each behaves post-IPO changes the exercise and sale strategy significantly.

Should I exercise my SpaceX stock options now?

It depends on whether you hold ISOs or NSOs, your overall 2026 income picture, and how much AMT exposure you can absorb in a single tax year. ISOs exercised and held trigger AMT based on the spread between your strike price and the current market price. With SPCX trading significantly above most employees' strike prices, that spread is substantial. NSOs trigger ordinary income at exercise regardless of timing. Neither decision should be made without modeling the full tax picture first. The wrong sequence can generate a tax bill that exceeds the cash available from the sale.

What is AMT and do I need to worry about it?

The Alternative Minimum Tax is a parallel tax calculation that applies when you exercise incentive stock options. It is calculated on the spread between your strike price and the fair market value at exercise, even if you hold the shares and receive no cash. With SPCX trading well above most employees' strike prices, ISO exercises can generate a significant AMT bill in the year of exercise. Whether AMT results in additional tax depends on your total income, deductions, and the size of the exercise. Most employees do not realize the exposure until they file their return. Modeling this before you exercise is what separates a planned outcome from a surprise.

How much should I sell at the first lockup window?

There is no universal answer, which is exactly the problem with deciding it on the day the window opens. The right number depends on your cost basis, your total 2026 income, how concentrated your net worth already is, what you plan to do with the proceeds, and what your single-stock exposure looks like against your broader financial picture. What you sell at the Q2 earnings window also directly affects what makes sense at every window that follows. The answer comes from modeling, not from a rule of thumb or from what someone else at the company did.

How much SpaceX stock should I keep after the lockup?

A common benchmark is no more than 10 to 20 percent of investable net worth in a single stock. The more useful question is how much of your net worth you actually need tied to SpaceX's performance going forward. Concentration risk does not disappear when a company goes public. It often intensifies in the short term because you now have a daily market price to watch. A plan built around disciplined, tax-efficient diversification across the lockup windows protects what you have built without requiring you to sell everything at once. Holding too much is a risk. Selling too fast is also a risk. The right answer lives in the modeling.

Should I use a 10b5-1 plan?

A 10b5-1 plan lets you schedule sales in advance, which protects you legally if you're later accused of trading on inside information. This mostly matters for executives and insiders with regular trading restrictions. Most SpaceX employees selling at a lockup window don't need one.

What are blackout windows, and do they apply to me after the lockup expires?

Blackout windows are periods when SpaceX employees cannot trade shares, typically in the weeks surrounding earnings releases. After the lockup expires, current SpaceX employees remain subject to a recurring quarterly blackout calendar, roughly six weeks closed around each earnings period and a few weeks open in between. Former employees and alumni are generally not subject to those recurring blackouts once the lockup has cleared. That is a meaningful difference in trading flexibility if you have left the company.

What happens to my SpaceX equity if I leave the company?

Unvested shares are typically forfeited on your last day. Vested shares remain yours, but lockup restrictions still apply depending on when you leave and how SpaceX classified you in the offering documents. For stock options, the post-termination exercise window is often 90 days for ISOs, after which they expire worthless. If you are considering leaving during the lockup period, reviewing your grant documents and understanding the exercise window before giving notice is essential. Options that expire unexercised because of an unplanned departure are one of the most common and most preventable planning failures.

What should SpaceX employees do right now?

Understand the lockup schedule and understand what type of equity you hold before the first window opens - especially now that the stock has fallen below IPO price and the performance trigger is effectively off the table. Each window is a distinct decision with different tax implications and market conditions. The employees who come out of this process in the best position will be the ones who built a coordinated plan before the market volatility arrived, not the ones who make reactive decisions as price movements accelerate. That means knowing your equity type, modeling your tax exposure across 2026 and 2027, understanding your concentration risk, and having a clear answer to how much you will sell at each window before you face the decision under time pressure and emotional duress. The plan matters more now than it did two weeks ago.

Does Dynamic Financial Planning only work with SpaceX employees?

Dynamic Financial Planning works with tech professionals at private and public companies navigating equity compensation, concentrated wealth, and major liquidity events. SpaceX employees face a version of the same planning challenges that affect employees at OpenAI, Anthropic, Databricks, Stripe, Anduril, and dozens of other companies approaching liquidity. The planning framework is the same. The company-specific details change.

What does it cost to work with Dynamic Financial Planning?

The annual planning fee starts at $7,500. There is no investment management requirement and no percentage of assets under management. You keep your existing accounts where they are. The engagement is built around the planning: modeling each lockup window, sequencing sales for tax efficiency, and connecting the equity decisions to the rest of your financial life.