Blackout Window

A blackout window (also called a trading blackout or quiet period) is a company-mandated restriction that bars employees, officers, and directors from buying or selling company shares during sensitive periods — most commonly in the weeks before and after an earnings announcement or any material, non-public event. At private companies, blackouts often apply to secondary transactions and tender-offer windows as well.

Unlike lockups (which are underwriter-imposed and post-IPO), blackout windows are ongoing operational controls that can recur multiple times per year at a public company. At a late-stage private company, blackouts typically govern the windows during which employee secondaries or transfers will receive company approval.

Illustrative example: a company announces a blackout from March 1 to April 15 around its Q1 board meeting. An employee who was mid-negotiation on a secondary sale must pause the transaction; any transfer notice submitted during the blackout will not receive company approval until after it lifts. If the prospective buyer's commitment expires during that window, the deal may fall apart.

The edge the pros know: at pre-IPO companies, blackout windows are rarely publicly disclosed. Secondary buyers should explicitly ask the selling shareholder whether the company is currently in or approaching a blackout before committing to a deal timeline. A 30-day deal timeline in a 45-day blackout window will always fail.