Stripe Forward Contracts and Other Unauthorized Liquidity Transactions

Almost all stock owned by current and former Stripes is subject to a right of first refusal (ROFR). This means that shares can only be sold if the seller first offers Stripe the opportunity to repurchase the stock, or to assign the sale to a buyer of Stripe’s choosing. Any attempted sale that does not follow this requirement is void. Most employee stock is also subject to outright transfer restrictions, meaning, separate from the ROFR, any attempted transfer that is not authorized by Stripe’s board of directors is void.

We are aware of firms that aggressively market unauthorized “forward” contracts and other forms of purported share liquidity to Stripes. Stripe does not endorse or participate in any of these transactions, and they are subject to the terms of ROFRs and transfer restrictions applicable to most employee stock. Some of these firms require Stripes to sign an NDA just to see the terms of the contract - i.e., it would appear they are trying to hide the transaction from Stripe, presumably because they are aware that it is subject to a ROFR and transfer restrictions.

To be clear, transactions in which a Stripe receives payment now and promises to transfer shares directly or indirectly in the future are subject to ROFRs and transfer restrictions. This means, among other things, that at the time the transaction is “closed out” Stripe is entitled to step in and repurchase the shares that are subject to the contract at the original price paid by the buyer. We intend to vigorously enforce our ROFR rights with respect to all such contracts. If any firm believes this misstates the application of ROFRs or transfer restrictions to any contract they have entered into with a holder of Stripe stock, we invite them to share with us the documents governing the transaction, and we will be happy to provide our views on them. If you are a current or former Stripe employee, you are expected to abide by all ROFRs and transfer restrictions you have agreed to.