Overhang snapshot
Enter an anchor date and locked shares, then calculate.
Release calendar
Same-date tranches are combined. Ratios use the fixed baseline you entered, not a growing float. The cumulative total is shares released since the anchor date; it does not deduct later sales.
Shares released on each date
Bars are scaled to the largest release in this scenario. They show shares, not expected trading volume. Exact values are in the calendar.
What is share overhang?
A lock-up restricts a holder's ability to sell for an agreed period. Overhang is the stock of shares that could become available when that restriction ends. It is potential supply, not an order to sell. Founders, private-equity or venture-capital investors, management and cornerstone investors can have different arrangements; a holder label does not determine its terms.
How to read the numbers
- Locked overhang / free float: total locked shares divided by your current free-float share count, expressed as a percentage. Each calendar row applies the same calculation to that date's release. A ratio above the full free-float baseline is possible; it is not an ownership percentage.
- ADV equivalent: shares divided by average daily volume. This compares the size of a block with observed daily turnover. It is not a prediction of how long liquidation will take: holders may not sell and trading volume can change.
- Unscheduled shares: locked shares not allocated to a dated tranche. They remain in total locked overhang but are not silently assigned an expiry. The final calendar balance includes them.
- Calendar arithmetic: the anchor date is day zero; offsets are elapsed calendar days, calculated without local time-zone shifts. There is no weekend, holiday, settlement or legal-date adjustment. Convert months or conditional terms into verified day offsets yourself.
Use the actual agreement, not a market shortcut
In market practice a lock-up is a transaction-specific selling restriction, not a universal waiting period. Read the issuer's prospectus and the relevant agreement for covered holders, share classes, the date counting starts, permitted transfers, waivers, extensions and any phased release. A contractual expiry alone does not establish that shares are freely saleable under every other restriction.
This tool models only fixed share-count tranches on fixed calendar offsets. Performance conditions, earnings-related changes, waivers, restrictions under securities law, pledged shares, employee exercise or vesting and later changes in issued capital need separate review. Only enter a conditional tranche once you have a defensible date for your scenario; do not treat a model date as an official expiry.
Keep the baseline and locked groups mutually exclusive to avoid double-counting. Use one share class throughout, and adjust inputs consistently for corporate actions. For offer mechanics, use the offer structure calculator; for the post-listing workstream, use the first hundred days checklist.
Sources and input status
No official data is loaded for any issuer, lock-up period, release threshold or trading baseline. Results are arithmetic derived from your inputs. There is no default market period, fee, legal minimum or venue-specific rule in this tool. Placeholder dates and share counts are illustrative only. Confirm the actual terms with the issuer's official documents and your advisers before using a schedule operationally.