Lock-up period

A lock-up period is a stretch of time after an investment during which the investor cannot sell or transfer their securities. In tokenized deals it is one of the most common reasons a token you own still cannot be moved or sold.

Lock-ups come from two different places, and it helps to tell them apart:

• Contractual lock-ups. The deal documents themselves may require investors to hold for a set period - say, until a project milestone, or for a fixed term - to keep the investor base stable.
• Legal holding periods. Securities sold under an exemption are restricted, and the law imposes a minimum hold before resale. Under SEC Rule 144, restricted securities generally must be held for six months (if the issuer is an SEC-reporting company) or one year (if it is not) before they can be resold under that safe harbor. A Regulation S offering has its own distribution-compliance periods set by its Reg S categories.

Both kinds are a form of resale restriction, and in a tokenized offering they are typically enforced on-chain: the smart contract or transfer-restriction logic simply refuses transfers until the lock-up expires.

The practical takeaway for investors is that a token being on a blockchain does not make it liquid. Even after a lock-up ends, selling usually still requires an eligible buyer and often a regulated venue like a secondary market ATS. The exact periods depend on the exemption and deal terms.

Source: U.S. SEC (sec.gov), as of 2026.