Japanese IPO Lockups: The 1.5x Release Rule

A Japanese IPO lockup usually carries two release conditions instead of one date. The agreement names a fixed period, commonly 90 or 180 days from the listing date, and it also names a price condition: once the stock reaches a stated multiple of the offer price, most often 1.5 times it, covered holders may sell early through the lead underwriter. Both conditions are printed in the offering documents before the shares ever trade.

How the 1.5x release rule works in a Japanese IPO lockup

A lockup is a contract, not a rule of law. Existing shareholders sign an agreement with the lead underwriter (主幹事証券会社, shukanji shoken gaisha) promising not to sell or transfer their shares for a set window after listing. The exchange does not dictate the terms. Underwriters negotiate them deal by deal, and the Japanese market has settled on a two part shape.

The first part is the calendar. A period of 90 days or 180 days runs from the listing date, and its end releases everyone the agreement covers.

The second part is the conditional release (解除条件, kaijo joken). A common wording runs roughly like this: if the price during the lockup period reaches 1.5 times the offer price (公開価格, kokai kakaku), the restriction lifts for sales routed through the lead underwriter. Some agreements arm that condition from the first session. Others hold it back until a stated day, keeping the earliest weeks closed at any price.

Two details matter more than the multiple itself.

• The reference is the offer price, the price subscribers paid in the offering, and not the first traded price. A listing that opens well above its offer price has already covered part of the distance to its own release level before the first close prints.
• The underwriter normally keeps discretion to release holders early in any case. A lockup can end for reasons no chart will show.

Why a price release can arrive while the calendar is still running

Japanese offer prices sit outside the price history behind this page, so the panels here measure the same mechanic on US listings, where offer prices and daily tapes line up. The behaviour is what carries over: 1.5 times the offer price is a level, and levels get reached on their own schedule.

The curve below takes every US listing since 2021 with a recorded offer price and asks one question at ten day intervals. What share of them had traded at or above 1.5 times their offer price by that point?

WITH offers AS
(
    SELECT
        ticker,
        min(listing_date)                 AS listed_on,
        toFloat64(max(final_issue_price)) AS offer_price
    FROM global_markets.stocks_ipos
    WHERE final_issue_price > 0
      AND listing_date >= '2021-01-01'
      AND listing_date <  '2026-01-01'
      AND ticker NOT IN ('SPCX')
    GROUP BY ticker
),
first_touch AS
(
    SELECT
        o.ticker                                          AS ticker,
        countIf(toFloat64(d.high) >= 1.5 * o.offer_price) AS touch_sessions,
        minIf(dateDiff('day', o.listed_on, d.date),
              toFloat64(d.high) >= 1.5 * o.offer_price)   AS days_to_touch
    FROM global_markets.stocks_daily_aggs AS d
    INNER JOIN offers AS o ON d.ticker = o.ticker
    WHERE d.date >= '2021-01-01'
      AND d.date <  '2026-07-01'
      AND d.date >= o.listed_on
      AND d.date <  o.listed_on + 181
    GROUP BY o.ticker
)
SELECT
    grid.day AS days_since_listing,
    round(100 * countIf(t.touch_sessions > 0 AND t.days_to_touch <= grid.day) / count(), 1) AS reached_1_5x_pct
FROM first_touch AS t
CROSS JOIN
(
    SELECT arrayJoin(range(0, 190, 10)) AS day
) AS grid
GROUP BY days_since_listing
ORDER BY days_since_listing

On the first session alone, 14.9% of listings had already printed a high at or above the level. By day 30 that share was 31.9%, and by day 90 it stood at 37.4%. Across the full 180 day window, 39.4% of listings touched it at some point.

Set that curve beside a 180 day calendar lockup and the practical point lands. A holder covered by both conditions is watching two clocks, and the price clock has no fixed date. Where the price condition is armed from listing, a fast move in the opening fortnight can release shares while the calendar leg still has months to run. The free float, meaning the shares actually available to trade, then widens on a schedule nobody published. Our explainer on what a stock float is covers why that number matters for a young listing.

How often the first day alone clears the level

A condition set at 1.5 times the offer price is not exotic. It sits inside the range a hot listing can cover in its opening session. The panel below splits US listings by year and measures the first close against the offer price.

WITH offers AS
(
    SELECT
        ticker,
        min(listing_date)                 AS listed_on,
        toFloat64(max(final_issue_price)) AS offer_price
    FROM global_markets.stocks_ipos
    WHERE final_issue_price > 0
      AND listing_date >= '2019-01-01'
      AND listing_date <  '2026-07-01'
      AND ticker NOT IN ('SPCX')
    GROUP BY ticker
),
debut AS
(
    SELECT
        o.ticker                           AS ticker,
        toYear(o.listed_on)                AS listing_year,
        o.offer_price                      AS offer_price,
        argMin(toFloat64(d.close), d.date) AS first_close
    FROM global_markets.stocks_daily_aggs AS d
    INNER JOIN offers AS o ON d.ticker = o.ticker
    WHERE d.date >= '2019-01-01'
      AND d.date >= o.listed_on
      AND d.date <  o.listed_on + 10
    GROUP BY ticker, listing_year, offer_price
)
SELECT
    listing_year AS year,
    count()      AS listing_count,
    round(100 * countIf(first_close >= 1.5 * offer_price) / count(), 1)                    AS cleared_1_5x_day_one_pct,
    round(quantileDeterministic(0.5)(first_close / offer_price, cityHash64(ticker)), 2)    AS median_first_close_ratio
FROM debut
GROUP BY year
ORDER BY year

In 2019, 23.5% of that year's 187 listings closed their first session at or above 1.5 times the offer price. In 2026, the most recent year in the panel, the share was 6.9%. The typical listing sits far from the level: the median first close that year came in at 1 times the offer price. Most listings never approach it, and a visible minority clear it before the first close is even printed.

What a 1.5x line looks like on one real listing

Here is a single US listing traced from its first session, with a flat line drawn at 1.5 times its offer price. Reddit's March 2024 debut is used for the picture only. It describes no company's lockup terms, and US deals rarely carry this condition.

WITH offer AS
(
    SELECT
        min(listing_date)                 AS listed_on,
        toFloat64(max(final_issue_price)) AS offer_price
    FROM global_markets.stocks_ipos
    WHERE ticker = 'RDDT'
      AND final_issue_price > 0
)
SELECT
    toString(d.date)              AS date,
    round(toFloat64(d.close), 2)  AS close_usd,
    round(o.offer_price * 1.5, 2) AS trigger_1_5x
FROM
(
    SELECT date, close
    FROM global_markets.stocks_daily_aggs
    WHERE ticker = 'RDDT'
      AND date >= '2024-01-01'
      AND date <  '2025-01-01'
) AS d
CROSS JOIN offer AS o
WHERE d.date >= o.listed_on
  AND d.date <  o.listed_on + 120
ORDER BY d.date

The first close came in at 50.44 dollars against a level of 51 dollars. Over the 82 sessions traced, the chart shows where the price sat relative to that flat line on every day, ending the window at 65.92 dollars. A condition written on the closing price can only be met once a day. A condition written on any trade during the session can be met in the first minute. The wording in the agreement decides which.

Who a Japanese IPO lockup covers

The agreement names its parties, and the roster runs wider than the founders.

• Founders, along with the asset holding companies they control.
• Venture capital funds and corporate venture arms holding pre-listing shares.
• Parties allotted shares in a private placement (第三者割当, daisansha wariate) shortly before the offering.
• Officers and employees holding shares outright, with option holders usually handled under a separate exercise restriction.

A second restriction often sits alongside the lockup. Tokyo Stock Exchange listing rules require a continued ownership commitment (継続所有の確約) covering shares acquired shortly before the listing application, and that commitment runs on its own clock with no price release attached. A lockup paragraph in a prospectus describes the underwriter agreement; the exchange commitment is documented separately.

Where the terms are printed

Japanese lockup terms are disclosed up front, in documents filed before the shares list.

• The 有価証券届出書 (yukashoken todokedesho, the securities registration statement) filed on EDINET, the national disclosure portal, together with the 目論見書 (mokuromisho, the prospectus) delivered to subscribers. The lockup paragraph sits under 募集又は売出しに関する特別記載事項, the special items regarding the offering. It names the covered shareholders and the exact period. Where a price condition applies, the multiple appears in the same paragraph.
• The 新規上場申請のための有価証券報告書（Ⅰの部）, the listing application report published with the deal, which carries the pre-listing shareholder roster the restriction applies to.

The US pattern works the other way round. Terms live in the S-1 registration statement and the final 424B4 prospectus, under Underwriting and Shares Eligible for Future Sale, and the standard shape is a flat 180 day period from pricing. Price based early release does appear in US deals, usually as a threshold that has to hold for several sessions and cannot be met before a stated day, and it stays the exception. What happens at IPO lockup expiration walks through that 180 day pattern in detail. For the lookup itself, how to find a lockup expiration date goes document by document, and do stocks fall after lockup expiration measures what the tape did around those dates.

FAQ

What is the 1.5x rule in a Japanese IPO lockup?

It is a conditional release. Many Japanese lockup agreements lift the selling restriction early once the share price reaches 1.5 times the offer price during the lockup period, with sales routed through the lead underwriter. The multiple and the exact wording are set per deal.

How long is a Japanese IPO lockup?

Commonly 90 days or 180 days from the listing date. The period is a contractual term rather than a legal minimum, and one deal can apply different periods to different shareholders.

Where can I read a Japanese IPO lockup's terms?

In the securities registration statement filed on EDINET and in the prospectus given to subscribers, under the special items regarding the offering. The listing application report published with the deal carries the shareholder roster the restriction applies to.

Do US IPO lockups use a price release condition?

Some do, usually written as a price threshold that has to hold for several sessions and cannot be met before a stated day. The flat calendar date remains the US convention, which is the shape our other lockup pages assume.

Does a lockup release mean the covered holders sold?

No. A release removes a restriction. Whether any shares changed hands afterwards is a separate question, answered by the tape and by later shareholding disclosures.

Every panel on this page ships with the SQL that produced it. To trace an offer price against a live tape yourself, ask the question in plain English on the Strasmore terminal.