Selling windows give your company a structured way to run a secondary sale for shares and cash-settled grants. You decide when the window opens, who can participate, which shares and grants are eligible, the price per unit, any limits, and who will buy the shares.
Eligible stakeholders register their interest directly in Ledgy. You can then review each request and accept or reject it. Accepted share requests continue through Ledgy’s share transfer, document, and signing workflows. Accepted grant requests automatically create a cash settlement, with the strike price deducted from the payout.
Availability: Selling Windows is a paid add-on available to companies on the Scale and Enterprise plans. Contact Ledgy to add Selling Windows to your subscription.
Who can manage selling windows: You need permission to manage ownership, and Selling Windows must be enabled for your company.
What can be sold: Shares and cash-settled grants, such as phantom shares, VSOPs, and options or RSUs that you settle in cash. Stakeholders can sell shares and grants together in a single request.
When should I use a selling window?
Selling windows are useful when you want to:
Run a company share buyback — Let selected shareholders offer shares for sale to your company’s treasury.
Organise a secondary sale — Collect selling interest for a selected buyer, such as an investor or another stakeholder.
Offer liquidity to grant holders — Let holders of phantom shares, VSOPs, or other cash-settled grants sell vested units for a cash payout, without entering each payout by hand.
Offer periodic liquidity — Open a time-limited window annually, quarterly, or for a one-off liquidity event.
Control participation — Limit the window to selected stakeholders, share classes, or cash-settled grant plans.
Set consistent limits — Define a minimum or maximum in units, a percentage, or your company’s base currency. Shares and grants count together.
Keep an audit trail — Manage requests, resulting share transfers and cash settlements, documents, and signatures in one workflow.
How to create a selling window
Step 1: Open Selling Windows
Go to Equity events in the left-hand menu.
Select Selling Windows.
Click Add selling window.
Step 2: Add the general details
Enter:
Window name — Use a clear name stakeholders will recognise, such as “Summer 2026 liquidity window”.
Opening date — The first date on which stakeholders can register interest.
Closing date — The final date on which stakeholders can register interest.
Step 3: Choose the eligible stakeholders
In Eligible stakeholders, use the Stakeholders field to select the people who can participate.
Leave the field empty to include all stakeholders who meet the window’s equity criteria.
Select specific stakeholders or stakeholder groups to limit participation.
Turn on Notify on open via email if you want Ledgy to email eligible stakeholders when the window opens.
Step 4: Choose the eligible equity
In Eligible equity, turn on Shares, Cash-settled grants, or both. You need to select at least one. A window can include only shares, only grants, or both.
Shares
When Shares is turned on, select:
Share class — Choose one or more eligible share classes.
Sale document template — Optionally select templates to generate documents when share requests are accepted. See Who signs the documents? below.
Default buyer — Select who will receive the shares. Your company’s treasury is selected by default.
Cash-settled grants
When Cash-settled grants is turned on, select:
Cash-settled grant plans — Choose one or more equity plans whose grants can be settled in cash, such as Phantom, Option, RSU, PSU, or SAR plans. Stock-based plans (for example RSAs, hurdle shares, or growth shares) are not listed here. Holders of those sell through the Shares section instead.
Cash settlement method — Choose what happens to the settled units:
Return to pool — The settled units go back to the plan’s pool and can be granted again.
Destroy shares — The settled units are removed. The pool is reduced and they cannot be granted again.
Cash-settlement document template — Optionally select templates to generate documents when grant requests are accepted. Signatures are requested from the grant holder.
There is no buyer for grants. Accepting a grant request creates a cash settlement that pays the holder directly.
Important:
Shares with a hurdle price can be included in selling windows.
Share classes and cash-settled grant plans with a custom conversion ratio are not supported. They appear greyed out in the selection.
Fractional shares and grant units are supported.
Non-diluting cash-settled grant plans cannot be combined with window limits, because limits are assessed on a fully diluted basis.
Who signs the documents?
Who signs is set on each document template, not on the selling window. You set this under Documents > Templates in Select signatories. You can add specific people, or roles that Ledgy fills in for each request:
Origin stakeholder — For sale documents, this is the seller.
Recipient stakeholder — For sale documents, this is the buyer.
Origin beneficiary / Recipient beneficiary — The beneficial owner on the seller or buyer side, if there is one.
For cash-settlement documents, both Origin stakeholder and Recipient stakeholder are the grant holder, so the holder signs.
Important — when your company’s treasury is the buyer: The treasury cannot sign by itself. If a sale document template asks the buyer (Recipient stakeholder) to sign, open that template under Documents > Templates and choose a Treasury representative. This is the person who signs on behalf of the treasury. Without one, Ledgy will not accept the request and shows: “[Template name] asks the Treasury to sign. Add a Treasury representative to that template.”
Step 5: Set the liquidity terms
Enter:
Price per unit — The price stakeholders will see for each share or grant unit. For grants, the strike price is deducted from this price when the payout is calculated.
Effective vesting date — Optionally choose the cut-off date Ledgy should use to calculate vested shares and grants. If you leave this blank, Ledgy uses the vested amount on the date of the request.
To control how much each stakeholder can request to sell, turn on Set limits for window. Choose Min, Max, or Both, then enter the Minimum sale and/or Maximum sale.
Limits can be entered as:
Your company’s base currency.
A number of Units. One share and one grant unit each count as one unit.
A percentage (%) of the stakeholder’s total sellable shares and grant units.
Shares and grants count together. Limits apply to each stakeholder across the whole window, even if they register interest in several share classes and grants. Ledgy shows the equivalent value, for example “≈ 500 units”, so you can check the limit.
Step 6: Review and create the window
Review the Window summary. It lists the dates, stakeholders, eligible equity, price, and limits, and shows who will receive sold shares.
Read the confirmation below the summary. By creating the window, you confirm that your organisation is authorised to carry out this transaction and that compliance with company, securities, and tax law is its responsibility.
Click Create window.
The window will appear in the Selling Windows list as Upcoming, Open, or Closed, based on its dates.
What do stakeholders see?
When the window is open, an eligible stakeholder can open Sell from the left-hand menu, or Sell shares from their dashboard. They can:
Select window — Choose the open selling window. Each window shows a Shares and/or Grants badge so they know what can be sold.
Select your interest to sell — Enter how much they want to sell:
In the Shares section, one row per eligible share class.
In the Grants section, one row per eligible grant, showing its Strike price and Balance (the vested units they can sell). Max fills in the full balance.
Review the Interest summary: the limits, the price per unit, the estimated sell price for shares and grants, the Total strike price for grants, and the Estimated total proceeds.
Click Register interest to send one request that covers both shares and grants.
Only vested grant units with a balance above zero are shown, based on the effective vesting date if you set one. For grants, estimated proceeds are the price per unit minus the strike price, and never below zero.
Registering interest does not complete the sale automatically. It sends a request for an admin to review.
A stakeholder can register once per window. Before you begin processing the request, they can cancel it and submit a new one. If you reject a request while the window is still open, they can also submit a new request.
How to review selling requests
Go to Equity events > Selling Windows.
Find the window.
Open the row menu and select View requests.
Requests are split into two tabs:
Shares — Shows each stakeholder, share class, status, request date, number of shares, share price, and gross proceeds.
Cash-settled grants — Shows each stakeholder, grant, equity plan, status, request date, units, price per unit, and gross proceeds.
Gross proceeds is units × price, before the strike price is deducted. The final payout is shown when you accept a grant request.
You can process requests individually or in bulk.
Review an individual share request
On the Shares tab, click Accept beside the request.
Review the share transfer details, including the seller, buyer, date, number of shares, price, and any documents or signatures.
Select Accept request.
Ledgy creates the share transfer. If the sale document template has signatories, signature requests go to the seller and, if the template asks for it, to the buyer. When the buyer is your company’s treasury, the template’s Treasury representative signs.
You can also reject the request if it should not proceed.
Review an individual grant request
On the Cash-settled grants tab, click Accept beside the request.
Review the cash settlement details: To stakeholder, Date, Amount of grants to settle, Strike price, Cash settlement type, and Total payout, plus any documents and signatures.
Select Accept request.
Ledgy creates a Cash settlement transaction linked to the grant. The total payout is (price per unit − strike price) × units, and never below zero. Documents and signatures work in the same way as for shares. The grant holder signs any cash-settlement documents. To learn more about cash settlements, see How to cash settle equity grants.
Review requests in bulk
Select multiple requests with the status Requested. You can select share requests, grant requests, or a mix.
Choose Accept, Reject, or Edit share price.
Review and confirm the action.
When you bulk accept requests, Ledgy keeps each request’s current amount and price and uses one settlement date for the batch. Any sale and cash-settlement documents and signature steps follow the selling window’s configuration. Edit share price also updates the price per unit of grant requests and recalculates their payout.
Once accepted, share requests continue through the standard share transfer workflow, and grant requests become cash settlements. If signatures are required, signers receive a signature request before the process is completed.
How to edit a selling window
Go to Equity events > Selling Windows.
Open the row menu beside the window.
Select Edit.
Make your changes and click Save changes.
Important: Once a stakeholder has an active request that has not been cancelled or rejected:
You can widen the eligible stakeholder, share class, or cash-settled grant plan selection, but you cannot narrow it.
You cannot change the effective vesting date.
Changing the window’s price per unit does not update requests that stakeholders have already submitted.
Frequently asked questions
Why can a stakeholder see a selling window but not participate?
Why can a stakeholder see a selling window but not participate?
The stakeholder does not meet all of the window’s eligibility rules. Check the selected stakeholders, share classes, cash-settled grant plans, available shares, vested grant units, and any applicable vesting cut-off. Grants with no vested units on the effective vesting date are not shown.
Does submitting interest transfer the shares or pay out the grants immediately?
Does submitting interest transfer the shares or pay out the grants immediately?
No. The request waits for an admin to review it. Shares move, and grants are cash settled, only after the request is accepted and the resulting workflow is completed.
Can I include phantom shares, VSOPs, or options?
Can I include phantom shares, VSOPs, or options?
Yes, if they are settled in cash. Turn on Cash-settled grants in Eligible equity and select the plans. This works for any plan whose grants can be cash settled, such as Phantom, Option, RSU, PSU, or SAR plans. Accepting a request creates a cash settlement, with the strike price deducted from the payout. Plans with a custom conversion ratio are not supported.
Can I use one selling window for several share classes and grant plans?
Can I use one selling window for several share classes and grant plans?
Yes. You can select several supported share classes and cash-settled grant plans. Any minimum or maximum applies to the stakeholder’s combined request across the window, counting shares and grant units together.
What is the difference between “Return to pool” and “Destroy shares”?
What is the difference between “Return to pool” and “Destroy shares”?
Both options only affect what happens to the settled grant units in your equity pool. They do not affect the stakeholder’s payout. With Return to pool, the settled units become available to grant again. With Destroy shares, the settled units are removed and the pool is reduced.
Can I change the price after the window opens?
Can I change the price after the window opens?
Yes, but changing the window price does not update existing requests. Review those requests separately or use the bulk Edit share price action where appropriate. For grant requests, the payout is recalculated with the new price.
Can I add documents and signatures?
Can I add documents and signatures?
Yes. Add one or more sale document templates for shares, and cash-settlement document templates for grants, when creating the window. Who signs is set on the template: the seller (Origin stakeholder), the buyer (Recipient stakeholder), beneficiaries, or specific people. For cash settlements, the grant holder signs.
Who signs on behalf of the company when the treasury is the buyer?
Who signs on behalf of the company when the treasury is the buyer?
The Treasury representative set on the sale document template. Go to Documents > Templates, open the template, and select a Treasury representative. If the template asks the buyer to sign and no representative is set, Ledgy will not accept the request until you add one.