What to do now: A pre-IPO checklist
- Gather your information. You’ll need to collect equity documents and stock-plan statements. Start by identifying what type of stock you own — incentive stock options, nonqualified stock options, restricted stock units, employee stock purchase plan shares or other common stock — as well as when it vests, what it costs to exercise, what it may be worth, how it would be taxed and when options expire.
- Learn your lockup and trading-window rules or other limitations. You won’t be allowed to sell your shares immediately. You can use the time to fine-tune your plan. But be aware that stock volatility could feel uncomfortable.
- Stay on top of taxes from your employee equity. Tax planning is critical for getting ahead of what you may owe so you’re not surprised. How much you'll owe on IPO stock depends on a number of factors, including how much was withheld when you sold shares.
- Decide how much stock you want to hold and draft a sell plan for the rest. You may want to keep some of the shares long-term because you believe in the company’s future. But selling some of your shares reduces the risk of having your net worth concentrated in a single stock.
- Revisit (or make) your financial plan. Optimizing your equity compensation strategy is great, but your decisions should also be anchored in your personal or family goals. What do you want your life to look like, and how could your company stock help get you there?
- Consider finding an advisor before decisions become urgent. A financial advisor can help you stay on top of all the moving parts, plus give you confidence you’re making smart money moves. The earlier you start working with one, the more complete your plan will be by the time the IPO happens.
Take stock of what you own
- Incentive stock options, or ISOs. These are stock options granted only to employees, who can then purchase a set quantity of company shares at a certain price. ISOs can have preferential tax treatment.
- Nonqualified stock options, or NSOs. These are stock options with fewer restrictions (and may have fewer tax perks). Companies can grant them to employees, as well as outside service providers, including advisors, board directors or other consultants.
- Restricted stock units, or RSUs. With these, you receive a specific number of company shares, subject to a vesting schedule and potentially other stipulations. Private companies sometimes have double-trigger RSUs, which means the shares do not transfer to you until after the company reaches a milestone, such as an IPO.
- ESPP shares. An employee stock purchase plan, or ESPP, allows employees to buy company stock at a discount. Typically, participants make contributions to the plan via payroll deductions. The ESPP holds the money until a specified purchase date, and then uses the money to purchase shares on employees’ behalf.
- Common shares from previously exercised options or vested awards.
NerdWallet Wealth Partners created a free calculator to estimate your financial independence number, see where you stand, and find out how much you might need to close the gap.

Know when you can sell
- Tender offers, which are offers to buy a company’s shares, may occur before an IPO. This happened at Anthropic, for example, and it can be an opportunity to cash out, but it comes with tradeoffs, including potentially losing out on participating in a future IPO. In that situation, you’ll need a plan around whether you’ll participate, how many shares to sell and what the tax consequences would be.
- Lockup agreements prevent employees and other company insiders (including your friends and family) from selling their shares for a certain period after the IPO date. Typically, they last 180 days. Lockup agreements may also limit the number of shares you can sell over a given period of time. For example, an employee of SpaceX, which went public on June 12, may not be able to sell any of their equity until December if that equity is subject to a six-month lockup.
- Company trading windows are intended to guard against insider trading. Generally, they create periods during which employees can buy or sell company shares, as well as blackout periods when they can’t. For example, you may be barred from buying or selling shares in the weeks before your company’s quarterly earnings announcements.
- Restricted securities are often shares you acquired in a private transaction and may include shares you received through employee stock benefit plans or as compensation. You may have to meet specific resale requirements before you can sell these shares, even after an IPO. You’ll need to understand any holding-period requirements, filing requirements or limits on the number of shares you can sell.
- Liquidity requirements could be significant, as well. You may need cash to exercise stock options or cover taxes from an exercise or vesting event. For example, you may owe alternative minimum tax if you exercise incentive stock options, even if you haven’t sold the shares yet. (More on AMT below.)
Watch for tax surprises
1. Different tax treatments
Restricted stock units (RSUs) | Stock options | |
|---|---|---|
What are the typical stages? |
|
|
What is the value based on? | The market price. Because you don’t pay to acquire the shares, they’ll always have some value, unless the share price of your company goes to $0. | The bargain element — that is, the difference between the strike price and the market value of the shares at the time they’re exercised. Because you pay to acquire the shares, options are valuable when the strike price is lower than the market price. |
How are they taxed? | Usually, the market value of the vested shares is taxed as ordinary income. You may also be taxed on any capital gains when you sell. | ISOs: Typically, taxes are deferred until you sell your shares, though you may trigger the alternative minimum tax when you exercise. If you meet certain holding-period requirements when you sell, any profit from the sale may be taxed at the typically lower capital gains tax rate. NSOs: The bargain element is usually taxed as ordinary income. You may owe capital gains tax when you sell. |
When are taxes owed? | When the shares vest. This means employees don’t have the ability to time the tax event. You may also owe capital gains tax later if you sell the shares. | When you exercise your options. This means employees have some ability to time the tax event. You may also owe capital gains tax later if you sell the shares. |
2. Inadequate withholding
3. AMT
How to choose an advisor who can handle an IPO

- Ask your work friends. Getting a reference from someone who already has a good relationship with an advisor could give you a leg-up in finding a qualified person who’s familiar with your company’s plans.
- Check their relevant experience. “Financial advisor” is a general term that is not regulated. Anyone can legally use it, so always verify an advisor’s specific credentials and registration. Ask the advisor if they’ve helped clients through an IPO or tender offer before, as well as whether they regularly handle ISOs, nonqualified stock options, RSUs, ESPPs and concentrated stock positions.
- Follow up on fees. Financial advisor fees can be complicated, and you should always get a full picture of what you might pay to work with an advisor. But drill down on how the value of your shares might affect your fees. If the advisor’s fee is a percentage of your assets under management, ask whether unsold company shares count as assets under management and whether there are additional costs.
- Look for tax coordination, not just investment advice. A good plan requires a ton of tax work. Ask the advisor if they’ll coordinate with your CPA or help you find one who understands equity compensation. For that matter, an IPO-related windfall can trigger estate planning, insurance and other changes that may require help from specialists. You may consider hiring a financial team to cover every angle. If you don’t want to be the one managing the pieces yourself, ask whether your advisor will coordinate with your estate attorney, insurance broker or other financial professionals you work with.
Decide how much company stock is enough
Use the IPO to update your broader financial plan
Article sources
- 1.Anthropic. Anthropic confidentially submits draft S-1 to the SEC. Accessed Jun 18, 2026.
- 2.OpenAI. Confidential submission of draft S-1 to the SEC. Accessed Jun 18, 2026.
- 3.IRS.gov. IRS Publication 15. Accessed Jun 4, 2026.
- 4.IRS.gov. Topic no. 556, Alternative Minimum Tax. Accessed Jun 4, 2026.










