Press Release
(IPO Lock-up Waiver)

This press release template may be used to announce the waiver or release of director or officer lock-up restrictions following an initial public offering (IPO). Issuers must publicly announce a lock-up waiver at least two business days before such waiver becomes effective under Financial Industry National Regulatory Association (FINRA) Rule 5131(d)(2). This template includes practical guidance and drafting notes. In most IPOs, the underwriting agreement includes a requirement that directors and officers enter into separate lock-up agreements whereby they agree not to sell or transfer their shares for a specified period following the IPO, usually 90 to 180 days (the lock-up period). Other company insiders (such as selling stockholders) may also be asked to sign lock-up agreements. The lock-up of insider shares is intended to limit stock volatility following the IPO. For a template of lock-up agreement, see Lock-Up Agreement (IPO). During the lock-up period, the underwriters (through the lead underwriter) may waive the restrictions for a portion of the insider shares or for a particular purpose. Alternatively, the underwriters may release the shares from the lock-up altogether. For a template of lock-up agreement waiver that may be sent from the lead underwriter to the company, see Lock-Up Waiver (IPO). For additional information on the IPO process and additional IPO-related templates, see Initial Public Offerings Resource Kit.