Why do companies use double-trigger vesting?

Largely tax. Delivering shares creates a taxable event, and a single-trigger RSU could hand an employee a tax bill on shares they cannot sell to pay it. The second trigger defers delivery until there is usually a way to sell.

What happens to time-vested RSUs if I leave before a liquidity event?

It depends entirely on your plan. Some companies forfeit them, some keep them alive for a limited period. This is the single most important clause to read in an RSU grant, and it varies more than people expect.

Can I estimate when the second trigger happens?

No, and any tool that offers to is guessing. IPOs and acquisitions are not scheduled events. This tool shows the time side precisely and says nothing about the other, which is the honest shape of the answer.

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Double-trigger RSUs: what's vested, and what isn't settled

Most private-company RSUs need two things to happen: your time-based vesting, and a liquidity event such as an IPO or acquisition. This maps the first. The second has no schedule anyone can calculate.

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Your RSU grant

Granted RSUs (share count)Vesting start dateCliff (months, 0 for none)Total schedule length (months)

The two triggers, factually

Trigger one is time: the schedule below. Trigger two is a liquidity event, typically an IPO, direct listing, or acquisition, as defined in your plan. Until both occur, time-vested double-trigger RSUs are usually not settled into shares and are typically forfeited if they never both occur.

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How this is calculated

Time vesting works like any other schedule: a cliff, then even accrual to the total length. That side is knowable, and it is what this tool draws.

The second trigger is the one that matters and the one nobody can date. Until a liquidity event occurs, time-vested RSUs sit in a half-state: earned, but not delivered, and not yours to sell. Shares that show as vested on your equity portal may still be nothing you hold.

This is why a private-company RSU is not the same instrument as a public-company RSU, even when the paperwork uses the same three letters.

Questions people ask

Why do companies use double-trigger vesting?: Largely tax. Delivering shares creates a taxable event, and a single-trigger RSU could hand an employee a tax bill on shares they cannot sell to pay it. The second trigger defers delivery until there is usually a way to sell.
What happens to time-vested RSUs if I leave before a liquidity event?: It depends entirely on your plan. Some companies forfeit them, some keep them alive for a limited period. This is the single most important clause to read in an RSU grant, and it varies more than people expect.
Can I estimate when the second trigger happens?: No, and any tool that offers to is guessing. IPOs and acquisitions are not scheduled events. This tool shows the time side precisely and says nothing about the other, which is the honest shape of the answer.

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Behind this calculation: Vesting, cliffs, and what “vested” really means.

Other free calculators: Private vs public offer, Option exercise cost, Vesting schedule.

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