Introduction to Unvested Shares

Unvested shares are company-issued stocks granted to employees or investors that are not yet fully owned. These shares are subject to a vesting schedule, meaning they become accessible only after fulfilling specific conditions such as tenure or performance milestones. Companies use unvested shares to retain employees and align their interests with the long-term success of the business.

What are unvested shares?

Unvested shares are shares granted to employees or investors that have not yet fully transferred into their ownership. These shares remain under company control until specific vesting conditions are met. Vesting conditions typically involve completing a certain period of service or achieving performance-based targets.

Companies often offer unvested shares as part of employee compensation plans, particularly in stock-based incentive programs such as restricted stock units (RSUs), employee stock ownership plans (ESOPs), and stock options. The purpose of unvested shares is to ensure that employees contribute to the company's long-term growth before gaining full ownership of the stock. Until the shares vest, employees cannot sell, transfer, or exercise them.

How do unvested shares work?

Unvested shares are distributed through a structured vesting plan, which outlines when and how they will be fully transferred to the recipient. These shares are commonly provided to employees, executives, and investors as part of stock grants, ensuring that individuals remain invested in the company's future success.

During the vesting period, the shares remain under the control of the company, and the recipient has limited or no rights over them. Employees must fulfill certain conditions, such as remaining employed for a specified time or achieving performance milestones, before they gain full ownership. If an employee leaves before completing the vesting schedule, they risk losing their unvested shares.

Many companies implement time-based vesting schedules, where shares become available gradually over a set period, or performance-based vesting, where shares vest only when specific company or individual performance goals are met. This ensures that employees stay committed to the organisation while working towards its success.

Vested vs. unvested shares

Vested and unvested shares differ primarily in ownership rights, transferability, and financial control. Vested shares are fully owned by the recipient, meaning they can be sold, transferred, or used at the owner's discretion. In contrast, unvested shares remain under company control until specific vesting conditions—such as tenure or performance milestones—are met.

Unvested shares serve as an incentive for employees to remain with the company, as they can only claim full ownership once they fulfill the required conditions. If an employee leaves before completing the vesting period, they may forfeit their unvested shares. Vested shares, on the other hand, provide immediate benefits, including voting rights and dividend eligibility, depending on the company’s policies.

Key differences between vested and unvested shares

Ownership – Vested shares are fully owned, while unvested shares remain under company control until the vesting period is complete.

Transferability – Vested shares can be sold or transferred freely, whereas unvested shares cannot be accessed until they vest.

Forfeiture risk – Employees may lose unvested shares if they leave before vesting, but vested shares remain with them.

Voting rights – Vested shares generally come with shareholder voting rights, while unvested shares usually do not grant voting privileges.

Dividend eligibility – Some companies provide dividends on vested shares, but unvested shares may not be eligible for dividend payouts.

Common vesting schedules for unvested shares

Vesting Schedule	Description
Cliff vesting	Employees do not receive any vested shares initially but gain full ownership of a large portion of their shares after a fixed period (e.g., one year).
Graded vesting	Shares vest gradually over a specified period, typically in equal portions (e.g., 25% per year over four years).
Performance-based vesting	Shares vest only when the employee meets predefined performance targets such as revenue growth or project completion.
Hybrid vesting	A combination of time-based and performance-based vesting that requires employees to fulfill both tenure and achievement criteria before full ownership.

Can you sell unvested shares?

Unvested shares cannot be sold, transferred, or exercised until they have fully vested. Because the ownership of these shares has not yet transferred to the recipient, they remain under the control of the issuing company. Employees and investors do not have the authority to trade or liquidate these shares during the vesting period.

However, certain circumstances may allow for the early sale or transfer of unvested shares. Some companies implement accelerated vesting, particularly in cases of company acquisition, where employees may gain full ownership of unvested shares ahead of schedule. In some employment contracts, high-ranking executives may negotiate partial liquidity options for their unvested shares. Additionally, companies may offer buyout options, where employees receive compensation for forfeited unvested shares upon resignation or termination.

Unvested shares and employee rights

Employees with unvested shares have limited rights compared to those with vested shares. These rights vary depending on the company’s stock agreement and the conditions of the vesting schedule. Employees are granted the right to future ownership, meaning that they will receive full control of the shares once the vesting conditions are met.

In some cases, companies may allow unvested shares to accrue dividends, though this is not a standard practice. Employees also face forfeiture risks, as leaving the company before their shares fully vest may result in the loss of those shares. Additionally, unvested shares cannot be used as collateral for loans or financial transactions since they are not yet fully owned by the recipient.

Unvested shares and voting rights

Unvested shares generally do not grant voting rights because ownership has not fully transferred to the employee. Since the issuing company retains control over these shares, employees with unvested stock typically cannot participate in shareholder votes or corporate decisions.

However, in some cases, companies may offer limited voting rights on unvested shares, especially in executive-level agreements. This practice varies between organisations and depends on the structure of the stock grant. Employees should carefully review their stock agreements to determine whether their unvested shares provide any level of voting power.

What happens to unvested shares when you leave a company?

The fate of unvested shares depends on company policy and the circumstances under which an employee leaves. In most cases, unvested shares are forfeited if an employee resigns or is terminated before the vesting schedule is completed. Since these shares remain under company control until they fully vest, employees do not have a claim to them upon departure.

However, some companies have provisions that allow employees to retain unvested shares under specific conditions. For example, if an employee retires or becomes disabled, they may be entitled to retain a portion of their unvested shares. In cases where a company is acquired or merges with another entity, unvested shares may be converted into vested shares or compensated with cash payouts. Some organisations also offer buyback options, allowing employees to sell their unvested shares back to the company under predefined terms.

How do companies use unvested shares to retain employees?

Unvested shares are a key retention tool used by companies to encourage employees to remain with the organisation for an extended period. By implementing structured vesting schedules, businesses ensure that employees stay committed and contribute to company growth before gaining full ownership of their shares.

Many companies use time-based vesting to encourage long-term employment, while performance-based vesting helps align employee goals with corporate objectives. This approach reduces employee turnover by providing financial incentives to remain with the company. In addition, high-performing employees may receive additional unvested shares as a reward for their contributions, further motivating them to stay.

Key takeaways about unvested shares

• Unvested shares are stocks granted to employees or investors that are subject to a vesting schedule before they become fully owned.
• These shares serve as a retention tool, ensuring that recipients contribute to the company’s long-term growth before gaining full ownership.
• Employees with unvested shares have limited rights, including restrictions on sale, transfer, and voting.
• If an employee leaves before the vesting schedule is complete, they typically forfeit their unvested shares.
• Companies use unvested shares to align employee incentives with business success and reduce turnover.

Conclusion

Unvested shares play a crucial role in corporate compensation structures, providing employees with long-term incentives while ensuring company loyalty. While these shares offer significant financial benefits, they also come with restrictions until vesting conditions are met. Employees should carefully review their stock agreements to understand the vesting schedule, ownership rights, and forfeiture policies.

For businesses, structuring vesting schedules effectively helps attract and retain top talent while promoting long-term growth. By balancing incentives with performance and tenure requirements, companies can maximise employee engagement and drive organisational success.