Elon Musk has committed to keeping all his SpaceX shares off the market for a full year after the company goes public, according to an amended SEC filing released Monday. The 366-day restriction applies to Musk's entire stake and positions SpaceX's IPO as both the largest in history and one of the most tightly controlled.
The filing shows that more than 60% of shares outstanding immediately before the offering will be subject to the extended lock-up period. Musk, who holds approximately 12.3% of Class A shares and controls 85.1% of the company's voting power, is explicitly barred from participating in any early-release provisions that apply to other insiders. The structure signals unusual discipline for a mega-cap debut.
A Staggered System for Everyone Else
While Musk sits on the sidelines, other pre-IPO shareholders face a phased release schedule. According to the prospectus, certain insiders can sell up to 20% of their shares on the second trading day after SpaceX reports its first quarterly earnings as a public company. If the stock rises at least 30% above the IPO price for five of the next ten trading days, another 10% unlocks.
Additional tranches of 7% each become available at 70, 90, 105, 120, and 135 days post-IPO. After the September quarter earnings report, another 28% can be sold. The full lock-up expires at 180 days for most shareholders, though Musk and certain unnamed significant investors remain restricted for the full year.
This staggered approach is designed to prevent a sudden flood of shares from hitting the market. As one IPO attorney noted, the structure avoids a single "lock-up cliff" that could pressure the stock. The tiered system also helps SpaceX quickly build the float necessary for Nasdaq 100 inclusion under the exchange's new fast-entry rules, which allow companies with market caps above the 40 largest existing members to join the index as soon as 15 days after listing.
Dual-Class Control Stays Intact
SpaceX will issue two classes of common stock. Class A shares, offered to the public, carry one vote each. Class B shares, held by Musk and key insiders, carry ten votes per share. The structure ensures Musk retains control regardless of how much economic ownership public investors acquire.
Musk currently holds approximately 42% of SpaceX's equity but commands roughly 79% to 85% of voting power through the dual-class arrangement, depending on which filings are referenced. He serves as Chief Executive Officer, Chief Technology Officer, and Chairman of the board. Governance experts have raised concerns about the concentration of power, though dual-class structures remain common among founder-led technology companies.
The Valuation Math
SpaceX is targeting a valuation of at least $1.75 trillion and aims to raise up to $75 billion, which would surpass Saudi Aramco's 2019 record. At that price, the company would trade at roughly 110 times trailing revenue, a multiple far exceeding Tesla, Meta, or Nvidia.
The combined entity now includes three distinct businesses. Starlink generated $11.39 billion in 2025 revenue, accounting for 61% of total sales and serving as the company's only profitable segment. The launch division, despite completing more than 80% of global orbital launches, operates at a loss due to Starship development costs. The xAI segment, absorbed through a February 2026 all-stock merger valued at $1.25 trillion, brought Grok AI capabilities and the X social platform into the fold while adding roughly $14 billion in annual cash burn.
The company's S-1 also disclosed a directed share program reserving up to 5% of Class A shares for employees and individuals connected to executive officers. Unlike other shareholders, participants in this program will not be subject to lock-up restrictions.
What Comes Next
Pricing is expected on June 11, with trading on Nasdaq under the ticker SPCX beginning June 12. Goldman Sachs is leading the underwriting syndicate, joined by Morgan Stanley, Bank of America, Citigroup, and JPMorgan. SpaceX has applied to the FCC for approval to launch up to 1 million satellites and expects to begin deploying orbital AI compute infrastructure as early as 2028.
The lock-up terms represent a bet that Musk's continued presence as a long-term holder will reassure public market investors even as other insiders begin taking profits. Whether that stability holds through the first year of public trading will depend heavily on execution across businesses with fundamentally different economics. Starlink is a cash machine. The launch business is structurally entrenched. xAI remains a question mark consuming billions in compute infrastructure every month.
