What to do with your employee equity if you leave your startup before its IPO


As the market volatility of 2022 spills into 2023, many companies are choosing to let staff go. The overall job market remains relatively healthy. But global startup layoffs picked up significantly in 2022, according to Layoffs.fyi.1

Amidst these trends, you might be wondering what happens to unvested stock when you get laid off or leave a company. If you’re thinking of leaving your job or want to be prepared for potential layoffs, it’s important to consider what you might be giving up and how you can navigate this issue to potentially grow your wealth. So, do you lose stock options when you leave a company?

The Details

Are you leaving money on the table?

Are you leaving money on the table? What happens to stock options when you leave a company? When leaving a startup, consider whether you’re leaving money on the table by forfeiting employee equity.

First, see what your vesting schedule looks like. If you’re close to vesting stock options or restricted stock units (RSUs), you might decide to delay your resignation. Otherwise, this component of your total equity compensation package could be forfeited. If you already have vested stock options but have not exercised all of them, then you need to decide if you’ll let them go or exercise them. U.S. employees left behind $33 billion of unexercised options in 2021, according to Pitchbook.2

The tricky part is figuring out what your equity could be worth, if anything. By exercising your stock options when leaving, you’ll have to pay upfront in the hopes that you’ll be able to eventually sell your shares for more than the exercise price.

If the startup ends up folding or its price per share drops below your exercise price, you could lose money. On the flip side, exercising your employee stock options could lead to potential gains down the road. If the startup has an IPO years later, you might be able to sell those shares for much more than you purchased them for.

So, how can you decide what to do? The first step is to research your company’s current valuation and growth trajectory, such as by looking at past fundraising rounds. Forge has valuation data for over one thousand private market companies and startups.

If it seems like your company is on a strong path, you might decide to exercise your options. Then, you could hold onto your employee equity until you can potentially sell employee shares for a gain, such as in the public market after an IPO or through a private marketplace to cash in pre-IPO.

Know Your Options

To make the best decision around your employee equity when leaving your company, you need to be well informed. First, make sure you’re clear on your vesting schedule. Next, know the rules on your timeframe to exercise options. Many companies give you a 90-day window to exercise your options after leaving the company. Ask your head of HR or other relevant leaders if you’re uncertain.

Some companies have longer post-termination exercise periods — perhaps several years rather than a few months. In that case, incentive stock options (ISO) generally convert to non-statutory stock options (NSOs) after 90 days.3 That changes the tax consequences — with ISOs, you can potentially avoid taxation until you sell shares, whereas NSOs could increase your income tax when exercising the options.

Risk vs. Reward

Still, having longer to decide can be an advantage. If you can wait several years, you don’t have to quickly pull the money together to exercise your options when leaving your company. And over the following years, you can see how the company performs and decide if it’s worth it to cash in.

In general, though, there will be a risk/reward decision to make around your employee equity. Even if you exercised before leaving or have RSUs, you might have a decision to make regarding whether to hold onto your private company shares or sell them through a private marketplace to get some liquidity.

One route you could take is to sell a portion of your company shares or exercise some of your options rather than going all in. That way, you can still potentially participate in some of the company’s upside, but if it doesn’t work out, you’re not in as deep. For a deeper dive into the strategy of diversification, see our recent blog “Sell Your Pre-IPO Stock to Diversify Your Net Worth and Reduce Risk”.


Take the Next Step

To figure out what to do with your startup employee equity, consider your financial situation, including your risk tolerance, and compare that to the opportunity you have to recognize gains from private company stock.

Want to get a better sense of what your company shares could be worth? Register with Forge for free today.

1 Layoffs.fyi

2 Pitchbook

3 DLA Piper

About the Author

Jake Safane specializes in financial reporting and is a former thought leadership editor for The Economist with articles appearing in Business Insider and The Washington Post among other media outlets. Mr. Safane has received compensation from Forge Global, Inc. for authoring this article. Read more from Jake.

Please Read These Important Legal Notices & Disclosures

The information and material presented in this article is provided for your informational purposes only and does not constitute an offer by Forge Global, Inc., Forge Securities LLC or any of its affiliates (collectively, "Forge") to sell, or a solicitation of an offer to buy any securities and may not be used or relied upon in connection with any offer or sale of securities. An offer or solicitation can be made only through the delivery of final offering document(s) and purchase agreement and will be subject to the terms and conditions and risks delivered in such documents.

To the extent information about or defining specific terms is provided herein, Forge makes no representations as to its accuracy and has no duty to update such information. Such information is based on Forge’s experience and the meanings and connotations of terms as Forge typically uses and interprets them. Others may construe such terms differently, and you should do your own research and consult with financial, legal and tax professionals regarding any such concepts included herein.

This article does not constitute an offer to provide investment advice or service. Registered representatives of Forge Securities LLC do not (1) advise any member on the merits or prudence of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services. Securities referenced in this article may be offered by Forge Securities LLC, member FINRA/SIPC.

Forge Securities LLC is a wholly owned subsidiary of Forge Global, Inc. Certain affiliates may act as principals in such transactions. Forge Data LLC is an affiliate of Forge Global, Inc. and Forge Securities LLC.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative, involving a high degree of risk, and investors should be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks and investors should conduct their own, independent due diligence regarding the investment, including obtaining additional information about the company, opinions, financial projections and legal or investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment. Past performance Is not indicative of future results.