When YSS insiders can sell

Yellowstone Midco Holdings II, LLC · IPO prospectus filed 2026-01-30 · Single cliff · 180-day lock-up

Scheduled lock-up expiry
2026-07-29

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.

How much stock, against how much trades

"Absorb days" is the shares coming free divided by average daily volume: how many full sessions of YSS's entire turnover the release amounts to. It is a ratio, not a forecast — it does not know who wants to sell, and a founder with no intention of selling counts the same as a fund that has been waiting six months.

Shares coming free
108.4M
Avg daily volume
1.8M
Absorb days
60.2 sessions
Cohort percentile
38th
Offer price
$34.00
Vs offer
-81.6%

Exactly 108,444,387 shares, against 1,800,205 shares a day averaged over 20 sessions. Volume source: yahoo-finance2 daily bars (symbol not in our price table), through 2026-11-06. Dollar volume $11.3M a day. Middle third — no call.

Why there is no call on this deal

The numbers above are published, but no dated call was issued. A call only goes in the ledger when the expiry falls 15 to 45 days out, the prospectus states or implies a share count, and there are at least 20 sessions of volume — and the middle third of the cohort gets no call at all, because a call on every deal is not a call. Publishing one here would be padding the scoreboard with a coin flip.

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.

…r exercisable for our common stock, including AE Industrial Partners, have agreed, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of at least two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters. When the lock-up period in these agreements expires, we, our officers and directors, AE Industrial Partners, and such other stockholders will be able to sell shares in the public market. In addition, at least two of the representatives (which must include Goldman Sachs & Co. LLC) on behalf of the underwriters may, in their sole discretion, release all or some portion of the shares……

Where the share count comes from

108,444,387 shares — derived: shares outstanding after the offering, less the shares sold in it. A count the prospectus prints and a count derived from two of its other numbers are not the same quality of claim, so which one this is gets said rather than implied.

Shares outstanding after the offering126,944,387
Shares sold in the offering18,500,000
Locked up, coming free at expiry108,444,387
The sentence the count was read from
Common stock to be outstanding after this offering 126,944,387 shares (or 129,719,387 shares if the underwriters exercise in full their option to purchase additional shares of common stock). Use of proceeds We estimate that we will receive net proceeds from this offering of approximately $582.6 million (or approximately $671.6 million if the underwriters exercise in full their option to purchase additional shares of common stock) after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Exceptions written into the lock-up (6)

Each of these is a route by which YSS shares can move before 2026-07-29. 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
  • directed share program participants
  • option exercise or RSU settlement
  • underwriter discretionary release
10b5-1 plan
(vii) above, that the donee, devisee, transferee or distributee has agreed to be bound by a lock-up agreement in the form of the lock-up agreement; (b) enter into or amend a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition of the lock-up party's Lock-Up Securities, if then permitted by us, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the restricted period and no public announcement, report or filing under the Exchange Act, or any other public filing, report or ann…
bona fide gift or charitable transfer
Notwithstanding the foregoing, the lock-up parties may: (a) transfer the Lock-Up Securities (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) if the lock-up party is a natural person, to any member of the lock-up party's immediate family (for purposes of the lock-up agreement, "immediate family" shall mean any relationship by blood, current or former marriage, domestic partnership or adoption,…
estate planning or family transfer
…participant or will be a participant, in which: the amounts involved exceeded or will exceed $120,000; and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. Class P Unit Investment In the fourth quarter of 2025, the Company issued and sold an aggregate of approximately 240,956 Class P Units to several investors, including funds affiliated with AE Industrial Partners, for an aggregate purchase price of approximately $241.0 million. Eac…
directed share program participants
See "Underwriting—Directed Share Program." The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about January 30, 2026. Joint Book-Runners Goldman Sachs & Co. LLC Jefferies Wells Fargo Securities J.P. Morgan Citigroup Truist Securities Baird Raymond James Co-Managers Canaccord Genuity Needham & Company Academy Securities Prospectus dated January 28, 2026. Table of Contents Table of…
option exercise or RSU settlement
We may issue shares of our capital stock from time to time for a variety of corporate purposes, including in capital-raising activities through future public offerings or private placements, in connection with the exercise of stock options and warrants, vesting of RSUs and other issuances relating to our employee benefit plans and as consideration for future acquisitions, investments, or other purposes. The number of shares of our capital stock that we may issue may be significant, depending on the events surrounding such issuances. In some cases, the shares we issue may be freely tradable without restriction or further regist…
underwriter discretionary release
LLC) on behalf of the underwriters may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. See "Shares Eligible for Future Sale." Sales of a substantial number of such shares, or the perception that such sales may occur, upon the expiration or early release of the securities subject to the lock-up agreements could cause the price of our common stock to decline or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

How this reading of YSS could be wrong

The lock-up period is restated 4 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. YSS 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 2026-07 (5)

Lock-ups cluster, because IPOs cluster: these priced in the same window as YSS and come free in the same month. Several heavy releases landing together is a different situation from one.

DealExpiryShares freeAbsorb days
AKTS
Aktis Oncology, Inc.
2026-07-0834.9M93.1 sessions
BTGO
BITGO HOLDINGS, INC.
2026-07-22220.2M226 sessions
EQPT
EquipmentShare.com Inc
2026-07-25472.1M146 sessions
ARCI
Archimedes Tech SPAC Partners III Co.
2026-07-25——
LIFE
Ethos Technologies Inc.
2026-07-2957.4M33.9 sessions

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.

Lesson 6 →

Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · YSS's prospectus on EDGAR · what funds carried these companies at before listing