Escrowed Shares in Australia: 2025 Guide for Investors & Founders

Escrowed shares aren’t just a technicality—they’re a powerful tool shaping how Australian companies raise capital, list on the ASX, and reward founders and key employees. With recent changes to escrow requirements in 2025, it’s more important than ever for both investors and company insiders to understand how these shares work, why they’re used, and what’s new this year.

What Are Escrowed Shares?

Escrowed shares are company shares that are held by a third party (an escrow agent) and can’t be sold or transferred for a specified period. They’re most common in scenarios like IPOs, mergers and acquisitions, and employee incentive schemes. The idea is to prevent sudden sell-offs, align long-term interests, and boost market confidence.

• Founders and early investors often have a portion of their shares escrowed when a company goes public.

• Employee share schemes may use escrow to ensure key staff stay with the business and help it grow.

• M&A deals can involve escrow to guarantee performance or compliance with certain milestones.

For example, when a tech startup lists on the ASX, founders might have to lock up 30–50% of their holdings for 12–24 months—meaning they can’t cash out immediately after the IPO.

2025 Updates: New ASX Rules and Policy Trends

Recent ASX and ASIC policy changes have shifted the landscape for escrowed shares in 2025. Here are the key updates Australian investors and founders should know:

• Shorter Escrow Periods: ASX now allows certain ‘non-related party’ shareholders to have escrow periods as short as 6 months, down from the previous 12 months, provided strict criteria are met.

• Greater Transparency: Companies are now required to disclose the precise terms of all escrow arrangements in their prospectuses and ongoing market announcements, including who holds escrowed shares, how many, and when the lock-up expires.

• Digital Escrow Solutions: The rise of digital escrow agents and blockchain-backed registries in 2025 has made the management and tracking of escrowed shares more transparent and secure than ever before.

These changes are designed to balance market liquidity with investor protection. For instance, the 2025 ASX reforms aim to make it easier for startups to attract talent with share incentives—without locking up employee wealth for years on end.

Why Escrow Matters: Risks, Benefits, and Real-World Examples

Escrowed shares can be a double-edged sword for both investors and company insiders. Here’s why:

• Market Stability: By preventing large holders from dumping shares right after an IPO, escrow supports share price stability in the critical early days of trading.

• Alignment of Interests: Escrow locks in founders and key staff, encouraging them to focus on long-term performance rather than short-term gains.

• Liquidity Risk: For insiders, being unable to sell shares means they can’t access cash or diversify their investments until the escrow period ends.

• Potential Overhang: Once escrow expires, a sudden influx of shares hitting the market can cause price volatility—something investors watch closely.

Case Study: In 2024, a high-profile fintech IPO saw a 40% share price dip when founder escrow expired, as early investors rushed to sell. In contrast, a 2025 healthcare listing staggered its escrow releases, resulting in a smoother market response and stronger long-term returns.

Navigating Escrow: What to Watch in 2025

Whether you’re an investor eyeing an IPO or a founder weighing up an employee share scheme, here are key considerations for 2025:

• Check the escrow schedule in the company’s prospectus—know when major lock-ups expire.

• Understand who holds escrowed shares and how their exit could impact the market.

• Look for companies using innovative digital escrow solutions—these can reduce administrative risk and provide real-time transparency.

• For founders: Balance the need to incentivise staff with the risk of locking up too much of your own wealth for too long.

As the rules continue to evolve, staying informed and reading the fine print is more important than ever.