Lock-Up

Restriction on selling shares for period. A working definition from the RGM marketing glossary.

Schematic — Lock-Up

Restriction on selling shares for period.

Term: Lock-Up
Field: Venture Capital
Category: Capital & Investing

A working definition

Start here.Lock-Up is a capital concept your team should define once. A loose definition misaligns budgets and reporting.

Restriction on selling shares for period.

As a capital & investing term, Lock-Up means a capital concept. Settle what it covers before the planning starts.

How it works

Pick one definition.Lock-Up is no fixed dial. How it behaves depends on your audience, your channel mix, and the strategy around it.

Think of Lock-Up as context-bound. A small shop reads it simply; an enterprise reads it with more nuance. That is normal -- Lock-Up is shaped by audience and channel mix. Read Lock-Up without care and the plan wobbles; be precise and the read holds.

Keep the order simple: define Lock-Up for your context, then decide how to act. Reverse it and the budget chases a number nobody agreed on. One idea, plainly put.

When to reach for it

Pick one definition.Lock-Up earns attention at three moments: setting budget, choosing a metric, comparing options. Away from those, it waits.

Lock-Up matters at the point of a decision. In capital & investing, three moments come up again and again. Outside them, Lock-Up is reference material.

Setting budget. Lock-Up helps decide which channel gets the next dollar.
Choosing a metric. Lock-Up shows whether the report will hold up.
Comparing options. Lock-Up normalizes a side-by-side that hides real gaps.

An example with real numbers

Worth a slow read.To make Lock-Up concrete, the case below uses a Series B marketplace and figures from public reporting plus RGM analysis.

Look at a Series B marketplace. In a CAC-to-LTV review, Lock-Up drove the decision rather than sitting in a footnote. A baseline came first, then a single agreed meaning of Lock-Up, then the read: runway extended after re-pricing a 3:1 segment.

Example walk-through for Lock-Up -- figures illustrative, RGM analysis
Stage	The step taken	The reason
Baseline	Logged where Lock-Up stood before the test.	A fixed point of truth.
Define	Fixed one meaning of Lock-Up for the test.	A shared definition up front.
Act	A CAC-to-LTV review — one variable.	Only one thing moved.
Result	Runway extended after re-pricing a 3:1 segment	A decision the data earned.

Treat the Lock-Up figures as illustrative, labeled RGM analysis. Reuse the sequence, not the digits.

Mistakes worth avoiding

Worth a slow read.Most mistakes with Lock-Up share a root: the term gets reported as if it were exact when it is not.

One blanket rule. Applying Lock-Up the same way everywhere. Split it by audience, channel, and business model.
No context. Reporting Lock-Up with no baseline. A bare number cannot be judged.
Vanity focus. Gaming Lock-Up instead of the result. Tie it to business value.
Bad compares. Benchmarking Lock-Up with no adjustment. Account for the model differences first.

Quick answers

How is Lock-Up defined?

Restriction on selling shares for period. Settle what Lock-Up covers first; the strategy follows from there.

Why does Lock-Up matter?

Lock-Up shows up in budget reviews and channel reporting. Use it loosely and teams pull apart; use it precisely and the numbers line up.

How is Lock-Up used in practice?

Lock-Up supports a real choice: where money goes, what gets measured, which option wins. The a Series B marketplace case traces it.

Where do teams slip up on Lock-Up?

Using Lock-Up flat across every segment and showing it without context. Both make a guess look exact.

Where can I learn more about Lock-Up?

Start with the related terms below, then read the guide on CAC payback periods, plus performance marketing fundamentals.

How is Lock-Up defined?: Restriction on selling shares for period. Settle what Lock-Up covers first; the strategy follows from there.
Why does Lock-Up matter?: Lock-Up shows up in budget reviews and channel reporting. Use it loosely and teams pull apart; use it precisely and the numbers line up.
How is Lock-Up used in practice?: Lock-Up supports a real choice: where money goes, what gets measured, which option wins. The a Series B marketplace case traces it.