Autoresearch: SpaceX lockup calendar and Q2 2026 print

Generated by /autoresearch on 2026-08-26. Synthesized across 3 rounds from 14 successful web fetches plus a Grokipedia helper anchor, scoped to vault/projects/stock-market. See Provenance. Treat as raw material — review before promoting into a project or thread. Context: vault/projects/stock-market

Summary

SpaceX's controlling lockup text is the June 12, 2026 424B4, not the pre-listing Fool/Darrow secondary map. Day counts run from the date of this prospectus = June 12, 2026 (listing), not the June 15 close. The filing itself converts those days to calendar dates and publishes share counts — use those; do not invent percents × float. Three pools: (1) 180-day staggered releases for remaining shares, (2) an extended lock-up for "certain shareholders" through the second full trading day after Q2 2027 earnings, and (3) Musk, 366 days, no early release. Together Musk + the extended pool are 7.8 billion shares / ~60% after the offering.

The first contractual eligibility date after listing is the second full trading day after the First Earnings Release Date. Q2 results were released August 4, 2026 after the close (8-K Ex. 99.1; stockanalysis statistics). First full trading day after that date is Aug 5; second is Aug 6 — matching the already-promoted Aug 7 tape's "first expiry" date and 911.5 million share count, which is the earnings-tied 20%, not the 70-day tranche (Aug 20, 319.0 million). No fetched post-listing 8-K says "we released X shares"; eligibility is automatic once the date hits. The +10% performance trigger (close ≥30% above $135 = $175.50 for 5 of 10 trading days ending on the First Earnings Release Date) did not fire on fetched history closes.

Issuer Q2 2026 print (period ended June 30; posted Aug 4): revenue $7,814 million (+92% from $4,071 million), Space / Connectivity / AI $962 / $4,291 / $2,561 million, operating loss $(143) million, net loss $(541) million / $(0.09), Adjusted EBITDA $3,538 million. Cash + marketable securities $100,009 million (10-Q) / "$100 billion" (8-K). No company-labeled quarterly FCF — cash flow is H1 only. A dated mark was fetched: SPCX $139.63 at the Aug 26, 2026 4:00 PM EDT close, market cap $1.90T (stockanalysis overview). This is not a buy/sell/size call.

Findings

Lockup calendar (424B4 primary)

Anchor: Form 424B4, June 12, 2026, section "SHARES ELIGIBLE FOR FUTURE SALE" and "Underwriting—Lock-up Agreements." The table's parentheticals are the filing's own conversions ("70th day after the date of this prospectus," etc.). Close date June 15 is not the day-count start unless a later filing restates the agreements that way — none fetched here did.

First Earnings Release Date is defined in the underwriting lock-up as the public release of quarterly financial results for the quarter ended June 30, 2026, "which for this purpose does not include 'flash' numbers or preliminary, partial earnings." The 20% / +10% releases are "on or after the second full trading day on Nasdaq immediately following" that date. The Shares Eligible table lists that same second-full-trading-day as the earliest public-sale date for the 911.5 million / 455.8 million rows.

Pool A — 180-day lock-up (all remaining shares not in Musk / extended). Affiliates are excluded from several early rows and get their own 91st-day line.

Pool B — extended lock-up ("certain shareholders"; not the secondary phrase "certain significant investors"). Until the release of financial results for the quarter ending June 30, 2027, subject to timed automatic releases. Together with Musk: 7.8 billion shares including 100% of Musk's, ~60% outstanding after the offering. Musk is not in this pool's early releases.

Pool C — Musk. "Mr. Musk has agreed … during a period of 366 days after the date of this prospectus." Table: June 12, 2027, up to 6.4 billion Class A including Class B conversion and 350 million Class B options. "Shares held by Mr. Musk will not be subject to any early release provisions." Goldman Sachs may release any locked securities at any time.

Who is on the extended pool (post-listing color, 10-Q Item 5): Form 10-Q, quarter ended June 30, 2026 Item 5 Other Information names Bret Johnsen (CFO) and Gwynne Shotwell (President/COO/director) as having agreed to subject "the vast majority" of their shares to the extended lock-up. Johnsen 10b5-1 (June 16): up to 919,497 Class A, sales do not commence until 2027, expires June 17, 2027. Shotwell 10b5-1 (June 23): up to 585,605 Class A, expires June 30, 2027. Valor entities affiliated with director Antonio J. Gracias adopted a 10b5-1 (June 12) for potential LP/GP distribution of up to 225,857,490 Class A, expires September 30, 2027 — the 10-Q does not say those Valor shares are on the extended lock-up.

Japan FWP / roadshow FWP (superseded on dating). Japan FWP (June 4) uses "date of this document" and a Musk line of "366th day after the Pricing Date." Roadshow FWP is high-level (366-day Musk; staggered select investors/officers/directors after Q4 2026 through Q2 2027; other shares after Q2 2026 through 180 days after IPO date). 424B4 controls.

Which tranches have actually released (eligibility ≠ selling)

• Aug 4, 2026 is the fetched earnings date, after market close (Ex. 99.1 webcast 4:30 p.m. ET; IR event page; stockanalysis statistics). That is the First Earnings Release Date under the 424B4 definition (full quarterly results, not flash).
• Aug 6, 2026 is therefore the second full Nasdaq trading day after Aug 4. The 424B4 table's first row is up to 911.5 million — the earnings-tied 20%, ex-affiliates. The already-promoted Aug 7 tape's "first lockup expiry 2026-08-06 / 911.5 million" matches this row. Do not flatten that tape into "the 70-day tranche." The 70-day date is Aug 20, 319.0 million.
• Performance +10% (455.8 million): IPO $135 × 1.30 = $175.50. Ten trading days ending Aug 4 (Jul 21–Aug 4 on the fetched history table): closes $123.54, $115.26, $118.24, $115.07, $113.50, $116.41, $112.55, $112.20, $108.37, $114.53, $125.33 — all well below $175.50. Zero of five required days. Trigger did not fire. (If someone counted through Aug 6 instead, those closes are still $108.27 / $114.92.)
• Aug 20, 2026 (70-day) has also passed as of this clipping's date. History close $134.00, volume 119,000,966. Volume is not a release confirmation.
• No fetched 8-K says SpaceX or the underwriters released a stated share count. S-8 reoffer, Aug 4 registers 136,949,657 shares still "subject to any lock-up" — it does not confirm a tranche sale.
• Share counts above are 424B4 table figures. Do not invent a float-% by multiplying percents by later outstanding.

Secondary lockup map vs 424B4 (contradiction — record, do not flatten)

The already-promoted pre-listing source 2026-06-01-spacex-ipo-lockup-schedule (Fool + Darrow; CNBC/Morningstar 403) is a map of what to confirm, not the calendar. It had the 180-day-pool percents roughly right (20% after Q2 earnings, +10% performance, five 7% time tranches, 28% after Q3, remainder at 180). It missed: (1) share counts, (2) the extended pool and its 2027 dates, (3) the 91st-day affiliate 59.1 million row, (4) prospectus-date calendar conversions, (5) the precise "second full trading day after" earnings mechanic, and (6) the filing's own phrase "certain shareholders" vs the secondary "certain significant investors" (which that clip attached to the 366-day Musk lock). The 366-day Musk lock is in the 424B4. The "~55% of eligible insider shares before day 180" Darrow framing is a secondary percent of the 180-day pool, not of Class A+B outstanding.

Q2 2026 print (issuer primary)

8-K Ex. 99.1 (earningsreleaseq22608042.htm, accession 0001628280-26-052515) and Form 10-Q (spcx-20260630.htm) match on the consolidated P&L. The 24/7 Wall St $7.81B / +92% line in the Aug 7 clip is corroborated by this issuer print — do not promote that secondary as the print.

Segments as the 10-Q defines them (not as an encyclopedia): Space = reusable launch (Falcon 9 / Heavy; Starship R&D; Space revenue is customer launches only — internal Starlink deployments are capitalized, no inter-segment launch revenue). Connectivity = Starlink broadband/mobile; consumer $2,485 million + enterprise & government $1,806 million in Q2. AI = Grok + X + compute infrastructure after the February 2, 2026 xAI merger (10-Q Note). Orbital data centers are not a reportable P&L line; the 10-Q says the company allocates significant launch capacity to Connectivity and "expect[s] to allocate a significant amount to our AI segment in the future." Do not invent an orbital-DC revenue figure.

Cursor: Ex. 99.1 (Aug 4) announced a $60 billion agreement, expected to close in Q3 2026. 8-K, August 14, 2026 Item 2.01: merger effective August 14, 2026; 389,289,254 Class A for outstanding Cursor common/preferred at $60.0 billion implied equity / 7-day VWAP; plus 1,752,426 Class A for vested RSUs; assumed ~29.1 million company RSUs and ~44.4 million options.

CSA tension (record, do not flatten): Ex. 99.1 $14.1B is "contracted sales" for the non-cancellable, enforceable period. The 10-Q risk-factor language says cloud services agreements generally provide monthly fees and, after an initial ramp, "may be terminated by either party upon 90 days' notice." Those two sentences can both be true (the $14.1B is the locked window) — do not treat $14.1B as a remaining-performance-obligation identical to backlog.

Current mark (fetched, dated)

stockanalysis.com/stocks/spcx and /statistics/, fetched 2026-08-26:

• At close Aug 26, 2026, 4:00 PM EDT: $139.63 (+1.68 / +1.22%); after-hours $140.24 as of 6:20 PM EDT.
• Market cap $1.90T; EV $1.83T.
• Forward PE 106.33; P/S 81.27; float 595.41 million; short 34.90% of float (207.78 million shares); 52-week $104.83–$225.64; IPO $135.
• Same-session history table prints Aug 26 close $139.54 — scrape discrepancy; prefer the overview "At close" $139.63.
• Aug 5 close $108.27 (−13.61%); Aug 6 $114.92; Aug 20 $134.00. Path is tape, not a thesis.

Issuer IR does not publish a live quote on the earnings event page. Twelve Data was not used this pass.

Businesses the primaries support

• Launch (Space): 10 customer / 28 internal launches in Q2; Starship V3 Flight 12 (May) and Flight 13 (July, subsequent) in Ex. 99.1. Space still an operating loss.
• Starlink (Connectivity): only segment with Q2 operating profit; 12.0 million subscribers; Starshield "over $6 billion" multi-year US government contracts (Ex. 99.1 headline).
• Starship: R&D cost in Space; company claim "reduce the cost to orbit by 99% or more relative to the historical average" is first-party and unaudited.
• xAI / compute (AI): 1.4 GW nameplate; $14.1B CSA contracted sales; Grok 4.5 in July (subsequent). Advertising $367 million in Q2 (down YoY).
• Orbital DC: not a fetched P&L line. Future launch-capacity allocation to AI is the 10-Q's wording.

Grokipedia SpaceX is stale (still treats SpaceX as private as of 2026-03-24). Primer only; not used for any post-IPO fact.

Contradictions and open questions

• Secondary lockup schedule vs 424B4. Fool/Darrow 180-day percents ≈ 424B4 Pool A; they omit the extended pool, share counts, affiliate 91st-day row, and prospectus-date calendar. Phrase "certain significant investors" on the 366-day lock is secondary; 424B4 says Musk 366 days with no early release, and separately "certain shareholders" on the extended pool through Q2 2027 earnings.
• Aug 6 "first expiry" vs which tranche. Tape date + 911.5 million matches the Q2-earnings 20% row, not the 70-day / Aug 20 / 319.0 million row. No 8-K confirms actual selling on either date.
• Japan FWP "366th day after the Pricing Date" vs 424B4 "366 days after the date of this prospectus" = June 12, 2027. 424B4 wins.
• Eligibility vs selling. Contractual release ≠ observed Form 144 / 10b5-1 prints. Open: how many of the 911.5 million / 319.0 million eligible shares actually traded.
• CSA $14.1B vs 90-day termination after ramp (8-K Note 2 vs 10-Q risk factor).
• Listing-date vs close-date day counts. 424B4 is unambiguous (prospectus date / June 12). Leave the question open only if a later amendment restates the lock-up agreements off the June 15 close — none fetched.
• Q3 28% / 1.3 billion calendar date is still earnings-tied and therefore not yet a calendar day.
• Do not treat this clipping as a buy/sell/size recommendation. Do not close spacex-ipo-post-listing-entry-timing.

Provenance

Rounds run: 3 (full)

Sub-questions by round:

Round 1 (broad survey):

1. What does the SpaceX 424B4 / S-1 lock-up agreement actually say (tranches, day counts, earnings ties, performance trigger, exclusions, 366-day term)?
2. What is the current SPCX print (Q2 10-Q / 8-K Ex. 99.1) and a dated market mark?

Round 2 (drill-down):

1. Convert 424B4 relative days to calendar dates from listing 2026-06-12 vs close 2026-06-15 — targeted dating ambiguity.
2. Have any post-listing 8-K / 10-Q / IR items confirmed which tranches actually released (Q2 20%, 70-day, Aug 6 tape)?
3. Re-fetch issuer Q2 P&L (do not promote 24/7 Wall St as the print).

Round 3 (resolve remaining uncertainty):

1. Performance-trigger 10-day window vs fetched closes; S-8 / 10b5-1 / Cursor close 8-K.
2. Confirm First Earnings Release Date definition against the Aug 4 after-close print.

Anchor source (Grokipedia, fetched before round 1):

• SpaceX — helper fetch succeeded; stale, still treats SpaceX as private as of 2026-03-24. Primer only.

X sources: --include-x was not used.

URLs fetched (14 successful, 0 hard-failed on the load-bearing set; later SEC WebFetch undeclared-tool block on a retry — curl with a browser UA recovered the 424B4):

Round 1:

• Grokipedia: SpaceX — encyclopedia helper — stale private-company primer.
• SpaceX 424B4 — official — lockup table + Underwriting lock-up + First Earnings definition.
• SpaceX Q2 2026 10-Q — official — P&L, segments, cash, backlog, Item 5 10b5-1, cover shares.
• stockanalysis SPCX overview — market data — Aug 26 close $139.63 / $1.90T.

Round 2:

• 8-K Ex. 99.1 Q2 earnings release — official — +92%, CSA $14.1B, segment tables, 4:30 p.m. ET call.
• 8-K cover spcx-20260804 — official — Aug 4 report date.
• IR Q2 2026 earnings event — official — thin event page; 4:30 p.m. ET.
• Japan FWP — official — superseded dating (document date / Pricing Date).
• Roadshow FWP — official — high-level lockup sketch.

Round 3:

• stockanalysis SPCX statistics — market data — $1.90T / $1.83T EV / 34.90% short / earnings Aug 4 after close.
• stockanalysis SPCX history — market data — Jul 21–Aug 26 closes; Aug 26 table $139.54 vs overview $139.63.
• S-8 resale — official — 136,949,657 shares still subject to lock-up.
• Cursor close 8-K — official — effective Aug 14; 389,289,254 Class A.

Search-only, not fetched / not cited as print: 24/7 Wall St $7.81B (corroborated by 8-K; not promoted); Yahoo Finance lockup recap; CNBC/Morningstar (already Persistent-failure).

Tools used: WebSearch, WebFetch, grokipedia-fetch (skill), curl for the 424B4 after a later SEC WebFetch undeclared-tool block. Generated: 2026-08-26 22:30 UTC