Introduction
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 then review each request and accept or reject it. Accepting a share request creates a draft share transfer, and accepting a grant request creates a draft cash settlement, with the strike price deducted from the payout. The sale is completed once you publish that draft.
Availability: Selling Windows is a paid add-on for private companies on the Scale and Enterprise plans. Contact Ledgy to add Selling Windows to your subscription.
Who can manage selling windows: To create, edit, or delete a selling window, your role needs permission to edit equity plans, edit ownership, edit stakeholders, and enable exercising. Without all four, these buttons are disabled.
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.
As you fill in the form, a Window summary panel on the right updates to show your choices.
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. It must be on or after the opening date.
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 criteria.
Select specific stakeholders, stakeholder groups, or stakeholder custom field values to limit participation.
Turn on Notify on open via email if you want Ledgy to email eligible stakeholders when the window opens. This is off by default. When it’s on, you’ll see a preview of the email.
Step 4: Choose the eligible instruments
In Eligible instruments, 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 one or more eligible Share class options.
The buyer and the sale document templates are set in the next step, under Liquidity settings.
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 and grants with a hurdle price or valuation cap can be included. Ledgy shows a warning because it does not take the hurdle or cap into account when calculating sale proceeds. You can adjust the values when you accept each request, or set up a separate window with an adjusted price per unit. For these instruments, limits can’t be set in currency. Use Units or % instead.
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.
Step 5: Set the liquidity settings
In Liquidity settings, enter:
Default buyer — Shown when Shares is turned on. Select who will receive the shares. Your company’s treasury is selected by default.
Sale document template — Shown when Shares is turned on. Optionally select templates to generate documents when share requests are accepted. Only templates that have signatories can be selected. Signatures are requested from the parties named on the template. See Who signs the documents? below.
Price per unit — Required. The price stakeholders will see for each share or grant unit. It must be greater than zero. 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 each request is assessed.
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, up to 100%.
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. The maximum must be equal to or higher than the minimum. Ledgy shows the equivalent value, for example “≈ 500 units”, so you can check the limit.
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 6: Review and create the window
Review the Window summary. It lists the dates, stakeholders, eligible instruments, 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.
There is no draft step. The window is live as soon as you create it. It appears in the Selling Windows list as Upcoming, Open, or Closed, based on its dates. Both the opening and closing dates are included.
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 is not a binding sale and does not complete the sale automatically. It sends a request for an admin to review.
A stakeholder can have one active request per window. While the request is still waiting for your review, 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.
Stakeholders can follow the status of their request in Ledgy. Ledgy does not send an email when you accept or reject a request. The only selling window email is the invitation sent when the window opens, if Notify on open via email is turned on. Signature requests are sent through the usual signatures flow.
How to review selling requests
Go to Equity events > Selling Windows. Once you have created a window, the page has two tabs:
By window — One row per window, with its status, eligible instruments, dates, price, and limits. Use the row menu to View requests, Edit, or Delete a window.
By request — Every request across all your windows. A badge on the tab shows how many requests are waiting for your review.
When there are requests to review, you also see a Review selling window requests task on your Home page.
To review the requests for one window:
On the By window tab, 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 only accept or reject a request that is still waiting for your review. 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. The buyer is the window’s default buyer, and you can change it. The seller and share class cannot be changed.
Select Accept request. Or select Save to keep your edits without accepting yet. The request then stays waiting for your review.
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. Once everyone has signed, or straight away if no signatures are needed, Ledgy creates a draft share transfer. You then publish it to complete the sale. See Publish accepted requests below.
You can also reject the request if it should not proceed. No transaction is created.
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, or Save to keep your edits without accepting yet.
Ledgy creates a draft cash settlement 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
In a window’s requests, select several requests that are waiting for your review. 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 become draft share transfers, and grant requests become draft cash settlements. If signatures are required, signers receive a signature request first, and the draft is created once they have signed.
Publish accepted requests
Accepting a request does not change your cap table yet. The request shows Publishing required until you publish the draft share transfer or draft cash settlement that Ledgy created:
Go to Transactions.
Find the draft share transfer or cash settlement for the request.
Publish it.
Once the draft is published, the request shows Completed. To learn more, see How can I publish transactions?
Request statuses
On the requests list, each request shows one of these statuses:
Response required — The stakeholder has registered interest. You can accept or reject it.
Awaiting signature — You accepted the request and the documents are waiting to be signed. This only happens if the templates have signatories.
Publishing required — The draft share transfer or cash settlement has been created and is waiting for you to publish it.
Completed — The draft has been published.
Declined — You rejected the request.
Cancelled — The stakeholder cancelled the request.
If Ledgy can’t generate the documents, the request shows Document generation failed or Signature draft failed. Use Retry document generation on the request to try again.
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 add eligible stakeholders, share classes, cash-settled grant plans, and settlement methods, but you cannot remove them.
You cannot change the effective vesting date.
Changing the window’s price per unit does not update requests that stakeholders have already submitted.
Ledgy only sends the invitation email again if you change the opening date, or if you turn on Notify on open via email when it was off.
There is no button to close a window early. To close it early, edit the window and change the Closing date.
How to delete a selling window
Open the row menu beside the window and select Delete. You can only delete a window that has no requests in progress or completed.
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. When the admin accepts it, Ledgy creates a draft share transfer or draft cash settlement. Shares only move, and grants are only cash settled, once any signatures are complete and the admin publishes the draft.
Why does an accepted request still show “Publishing required”?
Why does an accepted request still show “Publishing required”?
Accepting a request creates a draft transaction. Go to Transactions and publish the draft share transfer or cash settlement. The request then shows Completed. See Publish accepted requests.
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 instruments 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 draft 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 close a selling window early?
Can I close a selling window early?
Yes. There is no separate close button, so edit the window and move the Closing date forward. You can only delete a window if it has no requests in progress or completed.
Can I add documents and signatures?
Can I add documents and signatures?
Yes. Add one or more sale document templates in Liquidity settings for shares, and cash-settlement document templates in the Cash-settled grants section for grants. Only templates that have signatories can be used as sale documents. 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.
Are stakeholders notified when I accept or reject their request?
Are stakeholders notified when I accept or reject their request?
Not by email. Stakeholders see the status of their request in Ledgy. If documents need signing, they receive the usual signature request. The only selling window email is the invitation sent when the window opens, if Notify on open via email is turned on.