When BXDC insiders can sell
Blackstone Digital Infrastructure Trust Inc. · IPO prospectus filed 2026-05-15 · Single cliff · 180-day lock-up
That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.
The lock-up clause, in the issuer's words
Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.
However, shares issued to our directors and officers are subject to lock-up arrangements, as described herein, and generally may not be sold for 180 days from the date of this prospectus, except subject to certain exceptions or with the prior written consent of the representatives of the underwriters. Future offerings of debt securities or perpetual preferred stock, which would be senior to our common stock upon liquidation, or other equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may adversely affect the market price of our securities. In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including perpetual preferred stock.
Where the share count comes from
The prospectus never prints the number of shares coming free, and nothing in it lets the figure be derived. That is why this deal carries no flow math.
| Underwriters' over-allotment option | 12,990,000 |
Exceptions written into the lock-up (6)
Each of these is a route by which BXDC shares can move before 2026-11-11. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.
- 10b5-1 plan
- bona fide gift or charitable transfer
- estate planning or family transfer
- pledge as collateral
- directed share program participants
- option exercise or RSU settlement
…bove, that the donee, devisee, transferee or distributee has agreed to be bound in writing by the restrictions set forth in the lock-up agreement; (b) the establishment of a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the lock-up period and no public announcement, report or filing under the Exchange Act shall be voluntarily made (whether by or on behalf of the security holder, the company or any other party) regarding, or that otherwise discloses, the establishment…
These relationships could influence our Manager's decision whether to require, cause or invite us or Portfolio Entities to make charitable contributions. Further, from time to time, such charitable contributions by us or the Portfolio Entities could supplement or replace charitable contributions that Blackstone would have otherwise made. Also, in certain instances, our Manager may, from time to time, select a service provider or other counterparty for us or our investments based, in part, on the charitable initiatives of such person where our Manager believes such charitable initiatives could, directly or indirectly, enhance the value of our investments or otherwise be beneficial to the Portfolio Entities.
…er by a security holder of shares of common stock or any securities convertible into, exchangeable for, or that represent the right to receive shares of common stock: (i) as one or more bona fide gifts, or for bona fide estate planning purposes, including without limitation to charitable organizations or educational institutions; (ii) upon death by will, testamentary document or intestate succession; (iii) if the security holder is a natural person, to any member of the security holder's immediate family or to any other dependent of the security holder; (iv) to any trust, partnership, limited liability company or other entity for th…
Generally, commercial real estate mortgage financings are structured as non-recourse to the borrower, which limits a lender's recourse to the property pledged as collateral for the loan, and not the other assets of the borrower or to any parent of borrower, in the event of a loan default. However, lenders customarily will require that a creditworthy parent entity enter into so-called "recourse carveout" guarantees to protect the lender against certain bad-faith or other intentional acts of the borrower in violation of the loan documents, and in certain cases other guarantees or indemnities may be required that will render all or a portion of the loan recourse to the guarantor thereunder.
…$ 19.10 $ 1,681,752,550.00 (1) Gives effect to the fact that no underwriting discounts and commissions will be paid with respect to shares issued to the Blackstone Investor, participants in the directed share program or any bonus shares issued to IPO investors. Underwriting discounts and commissions paid on all other shares offered hereby are equal to $0.90 per share, of which $0.70 per share will be paid at the completion of this offering and $0.20 per share will be paid six months following the completion of this offering. Please see the section entitled "Underwriting" for a description of compensation payable to the underwriters.
…rice or withholding taxes, shares not issued upon the settlement of a stock appreciation right that settles (or could settle) in shares of common stock and shares purchased on the open market with cash proceeds from the exercise of options will not be recycled or replenish the Stock Incentive Plan Share Limit and will not be available for awards under the Stock Incentive Plan. No award may be granted under the Stock Incentive Plan after the tenth anniversary of the effective date, unless the Stock Incentive Plan is reapproved by our stockholders, but awards theretofore granted may extend beyond that date. Persons Eligible to Partici…
What we could not establish
BXDC is read but not publishable: the prospectus does not state how many shares come free. So there is no absorb-day figure on this page and no call, and there will not be one until the number exists in a filing.
The common case is a prospectus that says "substantially all" of the locked shares become eligible for sale without ever printing a count. The clause above is quoted in full so you can see that for yourself. An estimate presented with a filing link beside it would read as a filing figure, and that is worse than an admission — it is the one failure mode a reader cannot detect.
How this reading of BXDC could be wrong
The lock-up period is restated 2 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.
The volume is a vendor's, not ours. BXDC is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.
Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.
The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.
Also unlocking in 2026-11 (10)
Lock-ups cluster, because IPOs cluster: these priced in the same window as BXDC and come free in the same month. Several heavy releases landing together is a different situation from one.
| Deal | Expiry | Shares free | Absorb days |
|---|---|---|---|
| REA Rare Earths Americas, Inc. | 2026-11-03 | — | — |
| HAWK HawkEye 360, Inc. | 2026-11-03 | 77.1M | 44.3 sessions |
| ODTX Odyssey Therapeutics, Inc. | 2026-11-04 | 27.1M | 94.8 sessions |
| SUJA SUJA LIFE, INC. | 2026-11-04 | 29.7M | 179 sessions |
| FRVO Fervo Energy Co | 2026-11-10 | 205.0M | 22.3 sessions |
| GMRS GMR Solutions Inc. | 2026-11-10 | 22.1M | 32.8 sessions |
| CBRS Cerebras Systems Inc. | 2026-11-10 | 212.9M | 18.7 sessions |
| EROK EagleRock Land, LLC | 2026-11-10 | — | — |
| GUAC Berto Acquisition Corp. II | 2026-11-14 | — | — |
| LCLN Lincoln International, Inc. | 2026-11-17 | — | — |
Learn to read these clauses yourself
The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.
Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · BXDC's prospectus on EDGAR · what funds carried these companies at before listing