Founder vesting schedule at a priced round: credit and 83(b)

The standard founder vesting schedule is four years with a one-year cliff, then monthly (Carta). If you have not set one, your lead investor will likely make it a closing condition at Seed or Series A (Cooley GO). Agree to vesting and negotiate the terms. Ask for credit for the months you have already worked, no new cliff, and double-trigger acceleration on a sale. Then settle the 83(b) question with counsel before the 30-day IRS window closes. Not legal or tax advice.

This page covers your own shares as a founder. For grants to a VP or other executive, use executive equity grants by stage. For the rest of the term sheet, use term sheet red flags.

The standard schedule and why investors ask for it

Carta's vesting guide (29 July 2026) says about half of management grants carry a cliff, against nearly 70% for employees. When a cliff exists, at least 95% sit at one year.

Investors ask because founders do leave. Carta's Founder Ownership Report (21 January 2025) covers more than 45,000 startups incorporated from 2015 through 2024. First-year splits in two-founder teams rose from 4% to 7.5% over that span. Fewer than 25% of two-founder teams split in the first four years. Carta notes the data covers only companies still operating, so it may undercount splits.

Without vesting, a co-founder who leaves in year one keeps their full stake. Cooley GO calls this the free-rider problem.

What to ask for when an investor asks you to re-vest

Cooley GO says vesting can be set when founder stock is first issued or imposed later as a condition of investment. It also warns that founders who wait may get a more onerous proposal from the investor. Cooley GO also says most investors leave a reasonable founder vesting scheme alone, even if they would have drafted it differently. If your shares already vest on one, show it and ask to keep it.

There is no reliable public benchmark yet for how much credit founders get at Seed to Series B. Law-firm guidance points the same way and gives no number. Treat the split as a negotiation over how long the investor needs you locked in.

Cooley GO adds one caution on acceleration for a firing without cause. Most legal definitions of cause cover bad acts such as dishonesty or a felony, not weak leadership. Investors push back on broad acceleration for that reason. Expect partial acceleration if you get any.

Labeled example

Editorial arithmetic. Not a company and not a market rate.

You own 4,000,000 shares. You have worked 30 months before the Series A. The lead asks you to re-vest on a standard four-year schedule from closing.

Run your own share count through the same math before the call, so you can price each month of credit.

Acceleration: single trigger vs double trigger

Single trigger vests unvested shares when the company is sold. Double trigger needs two events: the sale and a qualifying termination after it (Cooley GO).

Read the definition of good reason line by line. Cooley GO's examples are a pay cut, a forced relocation, or a significant downgrade of duties. Check that the acceleration language covers the re-vested founder shares and not only option grants.

The 83(b) election

When you receive stock subject to vesting, the default rule taxes each tranche as it vests, at its value then. An 83(b) election moves the tax to the date of transfer. Form 15620 instructions set the rules:

Mintz reports the IRS released Form 15620 on 7 November 2024 and later opened online filing. File one way only, online or by mail, and keep the confirmation.

Re-vesting changes the 83(b) question. Revenue Ruling 2007-49 holds that putting new restrictions on shares you already own and that have vested is not a transfer under section 83. Exchanging vested shares for new restricted shares, for example in a reorganization, is a transfer. In that case the 30-day clock runs from the exchange. Many counsel file a protective election anyway. Ask yours in writing, before closing, which case your deal documents create.

The VEN (Venture Executive Network) session judgment matches this order of work. Every founder goes on vesting, including you. If a lead makes it a closing condition, agree, negotiate the terms, and get the 83(b) answer from counsel before you sign.

Mistakes founders make with their own vesting

Waiting for the investor to propose it. Cooley GO: founders who wait risk a more onerous scheme than one they would have set themselves.

Accepting a fresh cliff after two years of work. Ask for credit and monthly vesting from closing (Brown Rudnick).

Reading only the trigger and skipping the definitions. Narrow cause and broad good reason decide whether acceleration ever pays.

Missing day 30. There is no extension, and only the IRS can consent to a revocation (Form 15620).

Assuming the acquirer keeps your award. Double trigger pays only if the award survives the deal (Cooley GO).

Pair this with

• Term sheet red flags for the rest of the sheet: preference, board, vetoes, and the option pool.
• SAFE vs priced round if you are still choosing the instrument.
• 409A after a priced round for employee grants once the round closes.
• Series A diligence checklist to make sure your 83(b) copies are in the data room.
• QSBS for startup founders if those shares may later qualify as QSBS. Filing the election discussed above can start that holding period.

Sources

• Carta, Vesting: A guide to schedules, cliffs, and acceleration. 29 July 2026. Four-year schedule with one-year cliff standard for founders and employees; 1/4 at the cliff, then 1/48 of the grant monthly; about half of management grants and nearly 70% of employee grants have a cliff; at least 95% of cliffs at one year; double trigger more common than single trigger.
• Carta, Founder Ownership Report. Peter Walker and Kevin Dowd, 21 January 2025. More than 45,000 startups incorporated 2015 through 2024; first-year two-founder splits rose from 4% to 7.5%; fewer than 25% split in the first four years; more than 60% together after eight years; operating companies only.
• Cooley GO, Founder's Stock, Vesting and Founder Departures. Monthly or quarterly over four years; buyback of unvested shares at the lower of cost or fair market value; vesting set at issue or imposed as a condition of investment; one-year cliff; retroactive credit for pre-incorporation work; most investors leave a reasonable scheme alone; free-rider problem; caution on acceleration for termination without cause and narrow cause definitions.
• Cooley GO, Pulling the Trigger(s): Single-Trigger and Double-Trigger Acceleration. Double trigger window usually 9–18 months after closing, sometimes a pre-closing window of 3 months or shorter; good reason examples; investors dislike single trigger on a sale; award must be assumed or continued.
• Brown Rudnick, Founders Should Get Credit for Time Served if Required to (Re)vest Stock in Connection With a Financing. 17 April 2023. Investors typically require founder vesting at Seed or Series A; standard four-year schedule with a cliff rarely appropriate for founders; credit for time served, no cliff, shorter period of three or even two years; acceleration on termination without cause, good reason, or acquisition; repurchase of vested shares generally only for cause.
• IRS, Form 15620 and instructions, Section 83(b) Election. Rev. 4-2025. File no later than 30 days after transfer; weekend or holiday rule under IRC § 7503; revocation only with IRS consent; copy to the service recipient.
• IRS, Revenue Ruling 2007-49. New restrictions on substantially vested stock are not a transfer under § 83; an exchange of vested stock for restricted stock in a reorganization or taxable acquisition is a transfer.
• Mintz, New Electronic Filing Option for Section 83(b) Elections. 29 July 2025. Form 15620 released 7 November 2024; online filing through an IRS account; one submission method only; late filings not permitted.
• VEN (Venture Executive Network). Founder sessions on founder vesting and 83(b), 2026. Every founder goes on vesting; agree when a lead makes it a closing condition and negotiate the terms; get the 83(b) answer from counsel before signing. Not a survey. No closed-session numbers.

Related

• Equity & cap table
• Term sheet red flags
• SAFE vs priced round
• 409A after a priced round
• Executive equity grants by stage
• Series A diligence checklist
• QSBS for startup founders

Founders who have re-vested their own shares at a priced round will pressure-test your credit, acceleration, and 83(b) plan in a VEN session.

Go deeper: VEN playbook on founder stock, vesting and 83(b)