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In a U.S. IPO, the issuer and underwriters determine how shares are distributed; the SEC does not assign shares to individual investors. Retail investors may receive only a small allocation—or none—while a lockup agreement typically restricts certain insiders from selling shares for a set period after the IPO. The exact allocation process and lockup terms vary by offering, so the prospectus and participating broker’s procedures are the key documents to check.
How IPO share allocations are decided
Before public trading begins, the company and its underwriters set the offering structure, including how shares are distributed among investor categories. The SEC does not regulate this business decision or determine how many shares any particular investor receives. Investor.gov explains why individuals may have difficulty getting IPO shares.
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Underwriters and dealers often distribute much of an IPO to institutional and high-net-worth clients. These can include mutual funds, hedge funds, pension funds, insurance companies, and wealthy individuals. That is a common practice, not a fixed allocation formula: there is no universal retail-versus-institutional percentage, and eligibility and distribution methods depend on the offering and participating broker or syndicate.
An indication of interest is not a guaranteed share allotment. Check the offering documents and ask the broker handling the IPO about its current eligibility and allocation procedures. Brokers may also take previous customer behavior into account: the SEC says underwriters may decline to allocate shares to customers who quickly sold shares from earlier IPO allocations. That is an allocation practice, not a federal-law prohibition on “flipping,” or selling soon after receiving IPO shares. See the SEC’s Investor Bulletin on investing in an IPO.
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What a lockup period restricts
A lockup is a contractual restriction on selling shares held by specified insiders after an IPO. The company and underwriter typically enter into the agreement before the company goes public. Covered holders may include employees, their friends and family, and venture capitalists. The agreement may also limit how many shares can be sold during a designated interval.
The SEC says most lockups prevent insiders from selling for 180 days, but terms vary. That period is common, not a legal requirement or a rule that applies to every IPO. Read the specific agreement rather than assuming a standard duration. The SEC’s guidance is available at Initial Public Offerings, Lockup Agreements.
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Where to find an IPO’s lockup terms
For a U.S. company using a lockup, securities laws require the terms to be disclosed in its registration documents, including the prospectus. You can find the prospectus through SEC EDGAR or request it from the company’s shareholder-relations department. When reviewing it, look for:
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- which holders and securities are covered;
- exceptions, early releases, or staged releases; and
- the stated expiration date and any other conditions on sales.
Also distinguish newly issued shares from shares that existing holders are selling in the IPO. The prospectus describes the offering and selling shareholders. The SEC’s IPO guidance recommends checking those details alongside the lockup terms.
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What can happen when a lockup expires
When shares become eligible for sale, the potential supply of stock in the market can increase. The SEC cautions that a share price may fall in anticipation of locked-up shares becoming available. This is a possible market effect, not a prediction: expiration does not prove that holders will sell or that the price will decline.
Expiration removes the contractual restriction only to the extent stated in the agreement. Other restrictions may still apply, including registration requirements, insider-trading laws, company policies, and staged-release provisions. A calendar date alone does not establish that every covered holder can immediately sell every share.
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A practical checklist for comparing IPOs
- Read the prospectus to see how many shares the company is issuing and how many existing holders are selling.
- Check how the offering describes distribution and investor categories; ask the participating broker about its own eligibility and allocation procedures.
- Find the lockup’s length, start date, covered holders and securities, exceptions, and any staged or early releases.
- Note the stated expiration date, then check whether other sale restrictions may remain in force.
IPO allocation practices and securities rules differ by jurisdiction. These explanations describe the U.S. framework in SEC and Investor.gov guidance; they should not be treated as rules for offerings in other countries.
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