Insights

Your SpaceX Equity After the IPO: A Calm Plan for the Lock-Up Releases

Author
Gustaf Rounick, CFP®, ChFC®
Published
Reading
8 minutes
Situation
Equity compensation, A sale, an inheritance or a payout
Topics
Investing
A desk by a window over the Pacific, with a rocket launch rising in the distance

Figures reflect rules in effect as of October 2026.

SpaceX priced its IPO at $135 a share on June 11, 2026, and trades on Nasdaq as SPCX. Under the standard lock-up, shares are released in stages: 7% on October 24, 28% two trading days after third-quarter results, and the rest on December 8.¹ Each release is a chance to sell, and a tax and concentration decision.

I wrote the first version of this piece before the listing, when the open questions were about the offering. Those are settled. What remains is a schedule of release dates, a set of tax rules that depend on what kind of equity you hold, and the question of how much of your net worth should stay in one company.

None of this calls for haste. It calls for a written plan before each release date, so that each decision is made once, calmly, and not again every time the price moves.

When can SpaceX employees sell?

The 180-day lock-up runs from the June 11 prospectus date, but it releases shares in tranches rather than all at once. The final prospectus sets this schedule for the standard lock-up, which covers pre-IPO shares other than Elon Musk’s and those several shareholders placed under an extended lock-up:¹

SpaceX standard lock-up releases, per the final prospectus
DateTriggerShare of locked-up holdings
August 6, 2026Second trading day after Q2 results20%
August 20, 2026Day 707%
September 9, 2026Day 907%
September 24, 2026Day 1057%
October 9, 2026Day 1207%
October 24, 2026 (first trading day October 26)Day 1357%
To be setSecond trading day after Q3 2026 results28%
December 8, 2026Day 180The remaining 17%
The prospectus also allowed an extra 10% if the stock closed at least 30% above $135 on five of the ten trading days ending August 4. SPCX closed below $135 throughout that period, so it did not apply.²Several shareholders placed certain shares under an extended lock-up running into 2027. Elon Musk’s shares are locked for 366 days, to June 12, 2027.Your own schedule is in your equity plan account and your lock-up agreement. Confirm it there before relying on any date above.

Two further limits apply on top of the lock-up. The company’s insider trading policy can close a trading window around earnings even after your shares are released, so a release date and a sale date are not always the same day. And the third-quarter release is tied to an earnings date the company has not announced. Reported dates for it vary.

Investor.gov notes that a stock’s price may decline before a lock-up ends, in anticipation of insider selling.³ That is a description of a pattern, not a forecast for SpaceX. It is a reason to decide your selling rules before each date rather than on it.

Start with an inventory of what you hold

“My SpaceX equity” is usually several assets, each with its own tax treatment and its own clock. Before any sale, write down every grant and lot:

  • RSUs and released shares: shares delivered at vesting, already taxed as wages.
  • Incentive stock options (ISOs): exercised or not, with the grant date and exercise date of each lot.
  • Nonqualified stock options (NSOs): exercised or not, with the strike price.
  • ESPP shares: each purchase lot, with its offering date and purchase date. SpaceX has an employee stock purchase plan.¹
  • Shares bought earlier: each lot with its cost basis and purchase date.

For each line, note the release date that applies, the cost basis and the date the holding-period clock started. Two lots of the same stock can carry very different tax bills, and the order in which you sell them is one of the few decisions fully in your control.

How are RSUs taxed after the IPO?

RSUs are taxed as wages when the shares are delivered, at their market value that day. Your employer can withhold federal tax at a flat 22% on the first $1 million of supplemental wages in the year and at 37% above that.⁴ If your bracket is 32%, 35% or 37%, the 22% leaves a shortfall due in April.

The prospectus states that RSUs outstanding at March 31, 2026 did not vest because of the offering, and that shares delivered at vesting are net of shares withheld for tax.¹ So the tax on future vests follows your regular vesting dates. Once shares are delivered, any gain or loss after that date is capital, measured from the value already taxed. I explain how to size the gap in RSU tax withholding and the April shortfall.

ISOs and the alternative minimum tax in 2026

Exercising an ISO creates no regular income tax, but the spread between the strike price and the market value counts toward the alternative minimum tax.⁵ With the stock now trading publicly, that spread has a visible price, and it can be large.

Two 2026 changes matter here. The AMT exemption is $90,100 for single filers and $140,200 for married couples filing jointly, but it now begins to phase out at $500,000 and $1,000,000 of alternative minimum taxable income, lower thresholds than in 2025.⁶ A large ISO exercise is more likely to reach the AMT this year than the same exercise would have last year.

To have the gain taxed as long-term capital gain, you must hold the shares until the later of two years after the grant and one year after the exercise.⁷ Selling sooner is a disqualifying disposition: the spread at exercise, or your actual gain if that is smaller, is taxed as ordinary income. Exercising and selling in the same year avoids the AMT on those shares, at the cost of ordinary income rates. Neither choice is right in general. The answer depends on your other income, how much of the stock you already hold, and whether you can carry an AMT bill while the shares are still subject to price risk.

NSOs: ordinary income at exercise

For most NSOs, the spread at exercise is taxed as ordinary income in the year you exercise.⁵ That part is ordinary income either way. Only the gain after exercise can become long-term, if you hold the shares more than a year,⁷ and California taxes it at the same rate either way. Exercising and selling at once turns the option into cash with one tax event.

A written selling plan, and when to adopt a 10b5-1 plan

A staged plan sets in advance how many shares you sell at each release and at what price, if any, you would sell more or hold. It answers the hardest question, whether to sell now, once, before emotions are involved.

If you may have access to material nonpublic information, a Rule 10b5-1 plan lets sales run on a schedule you set in advance. You can adopt one only when you are not aware of such information, and there is a waiting period before the first sale: 30 days for employees who are not directors or officers, and for directors and officers the later of 90 days or two business days after the quarter’s results are filed, up to 120 days.⁸ A plan adopted today would first trade after the October 24 release, so the date to set one up is well before the release it is meant for.

How much SpaceX should you keep?

Your salary, your unvested awards and your released shares all depend on one company. That is a concentrated position even before you count the shares you can sell. Holding part of it can be reasonable. Holding all of it is a decision to accept one company’s risk across your income and your savings at once.

A simple test helps: if the shares were cash today, how much of the cash would you use to buy SpaceX stock? If the answer is less than you hold, the gap is the amount your plan should consider selling over the release dates. This is a starting point, not a complete answer; your taxes, vesting and other assets change the result. For shares you intend to keep, once they are released and if the company’s trading policy allows hedging, there are ways to reduce risk without selling, which I cover in hedging a concentrated stock position.

It also helps to name the habits that make this hard. People value what they already own more than the same thing they don’t, favor the company they know, and sell gains too early or hold losses too long. A rule written in advance can help guard against all three.

The California tax on a sale

California taxes capital gains as ordinary income, with no lower rate for long-term gains. The top rate is 12.3%,⁹ plus a 1% tax on taxable income over $1 million, for 13.3%.¹⁰ A year with large RSU vests and large sales can reach the top rate on both. Spreading sales across the December release and the following January can move part of the gain into another tax year. If your California adjusted gross income reaches $1 million, your estimated payments must be based on the current year’s tax, not last year’s.¹⁰

Before, during and after each release

  • Before: confirm your release dates and trading windows, list every lot, model the tax on the sales you plan, set aside cash for RSU and ISO tax, and write the selling rules down.
  • On the release date: follow the rules. Choose which lots to sell first. Consider gifting appreciated shares held more than a year to charity, which I cover in the year-end tax and giving review.
  • After: move the proceeds to where they belong: a tax reserve, a diversified portfolio, and the goals the shares were meant to fund.

This list is a starting point, not a complete plan; your taxes, vesting and other assets change what fits. These steps fit within how I plan equity compensation. If your shares are founder or early-employee stock, the QSBS rollover post covers what a sale has to do to keep the exclusion.

The Bottom Line

The IPO is done, and the decisions now arrive on a schedule: October 24, the third-quarter release, and December 8. Each release combines a tax question and a concentration question. Inventory your lots, know the tax on each, write your selling rules before each date, and set aside the cash the tax will need. Planned that way, each release is one decision made in advance rather than a reaction to the day’s price.

If you would like help building a plan for the remaining release dates, book a complimentary 15-minute call.

Sources

1. U.S. Securities and Exchange Commission, Space Exploration Technologies Corp., final prospectus (Form 424(b)(4)), June 11, 2026, pages 259 to 260 and 272 to 273. https://www.sec.gov/Archives/edgar/data/1181412/000162828026042639/spaceexplorationtechnologi.htm

2. Nasdaq, SPCX historical prices. https://www.nasdaq.com/market-activity/stocks/spcx/historical

3. Investor.gov, Initial Public Offerings: Lockup Agreements. https://www.investor.gov/introduction-investing/investing-basics/glossary/initial-public-offerings-lockup-agreements

4. IRS, Publication 15 (2026), Circular E, Employer’s Tax Guide. https://www.irs.gov/publications/p15

5. IRS, Topic No. 427, Stock Options. https://www.irs.gov/taxtopics/tc427

6. IRS, Revenue Procedure 2025-32 (2026 inflation adjustments). https://www.irs.gov/pub/irs-drop/rp-25-32.pdf

7. IRS, Publication 525, Taxable and Nontaxable Income. https://www.irs.gov/publications/p525

8. U.S. Securities and Exchange Commission, Rule 10b5-1 and insider trading amendments, fact sheet. https://www.sec.gov/files/33-11138-fact-sheet.pdf

9. California Franchise Tax Board, 2025 California Tax Rate Schedules. https://www.ftb.ca.gov/forms/2025/2025-540-tax-rate-schedules.pdf

10. California Franchise Tax Board, 2026 Instructions for Form 540-ES, Estimated Tax for Individuals. https://www.ftb.ca.gov/forms/2026/2026-540-es-instructions.html

Disclaimer

This article is for educational and informational purposes only and should not be considered personalized financial, tax, or investment advice. Westlight Wealth is a dba of Rounick Capital Management, LLC, a registered investment adviser with the State of California. Registration does not imply a certain level of skill or training. Past performance is not indicative of future results. All investing involves risk, including the potential loss of principal. Tax laws are complex and subject to change; the information here reflects rules in effect as of the date of publication. Please consult a qualified tax professional or financial adviser before making decisions specific to your situation.

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