What a liquidity window is
A liquidity window, or buyback offer, is the period during which someone, often the company itself, buys part of the vested units of an incentive plan at a set price. In Sttok it is a purchase offer in "Incentive market", and in a company that is not listed it is the way to turn those units into money.
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The key point. Your units are worth money, but you can't sell them whenever you want: you need someone to buy them. The window is the moment when the company, or another buyer, publishes a purchase offer.
Why a window is needed#
The shares of a listed company can be sold on the stock exchange any day. Those of Sociedad Ejemplo, S.A. cannot: there is no market to sell them on, so the value of an incentive plan is real, but it is not money until someone buys.
That someone is usually the company itself or an investor coming in on a round. When they decide to buy, they open a buyback offer: for a few weeks, beneficiaries can sell part of what is already theirs at the price set by the offer.
There is no guaranteed schedule. Many companies open one every two or three years, usually after a funding round.
The incentive market#
In Sttok, that offer lives in "Incentive market", a market for units between beneficiaries. As well as the purchase offers launched by the company, anyone with access can publish their own sell or purchase offers. The company decides who has access to the market and reviews each transaction before approving it.
What a purchase offer sets#
| Condition | What it means | Example |
|---|---|---|
| Who buys | The company itself, through its treasury shares, or another buyer. | The company |
| Units to buy | How many units are bought in total, across everyone who sells. | 40,000 |
| Price per unit | What is paid for each unit sold. | €19.40 |
| Maximum of vested units | What share of your vested units you can sell. | 50% |
| Maximum amount per person | The highest amount each person can sell. | €100,000 |
| Period | Between which dates the offer can be accepted. | 07/09 to 09/10/2026 |
Both maximums are optional: an offer may set no cap per seller. Only vested units count, the ones that are already yours even if you left the company. Units that are still vesting cannot be sold.
An example with figures#
The company buys 40,000 units
At €19.40 per unit · until 09/10/2026
Laura has 10,000 units in a phantom share plan, of which 8,000 have already vested. The offer lets her sell half of her vested units, up to a maximum of €100,000.
| Vested units | 8,000 |
| Can sell (50%) | 4,000 |
| At €19.40 each | €77,600 |
| Over the €100,000 maximum? | No |
| Value before tax | €77,600 |
The applicable tax withholding is applied to that figure, and what reaches her account is the net amount. If the plan has an exercise price, it is first deducted from each unit: in the example it is zero.
How it is done in Sttok#
If you manage the plan
You create the purchase offer in "Incentive market", with its price, its limits and its period. Then you manage each sale from the "Admin panel": you request information and documents, request the signatures and validate.
If you are a beneficiary
While the offer is open, you see it in "Purchase offers" in "Incentive market". You accept it before the end date, and during the transaction the company may ask you for information, documents and your signature.
Frequently asked questions#
Do I have to sell?
No. Selling in a window is an option. Whatever you don't sell is still yours and you can sell it later.
Why can't I sell all my vested units?
Because the offer can set a maximum, to spread the purchase across all beneficiaries and so the plan still makes sense. Each offer decides.
When will the next one open?
There is no fixed date: the company decides. When it opens, you will see it in "Incentive market", if you have access to it.
Related
- What an incentive plan is An incentive plan is how Sociedad Ejemplo, S.A. shares with its team part of the value it creates: it grants you units that become yours over time and that turn into money when the company opens a liquidity window.
- Open a buyback offer In Sttok, a buyback offer is a "Unit purchase offer" in "Incentive market". You choose who buys (it can be the company itself, through treasury shares), how many units, the price per unit, the limits per seller and the dates. Beneficiaries accept it and you manage each transaction from the "Admin panel".
- Sell your units in a liquidity window While a purchase offer is open, you can sell part of your vested units, up to the maximum the offer sets. You go to "Incentive market", open the offer in "Purchase offers" and accept it. During the transaction, the company may ask you for information, documents and your signature before validating it.
- The pool and the resolutions that change it The pool is the total number of units the company has reserved for its incentive plans. It is approved by the general meeting, grows or shrinks with new resolutions, and is split into units granted to beneficiaries and units available to grant.