Token vesting and lockups: tracking, disclosure and runway

How to track vesting schedules, what US GAAP requires you to disclose about restricted crypto, and why locked tokens are not runway.

2026-10-17 · 7 min read

If your entity holds tokens that cannot yet be sold, three questions follow: what exactly is locked and until when, what the financial statements must say about it, and how much of the treasury is really available to spend. Getting the first right makes the other two straightforward.

How vesting usually works on-chain

Many vesting arrangements are enforced by a smart contract that holds the tokens and releases them over time. A widely used open-source template, OpenZeppelin's VestingWallet, releases assets linearly between a start time and an end time to a beneficiary [3]. A variant adds a cliff, before which nothing can be released [3]. Vested tokens are not sent automatically: someone must call a release function, and until then they sit in the contract [3]. The template also allows ownership of the vesting wallet to be transferred, so the right to future releases can itself change hands [3].

Other lockups are purely contractual, such as a token purchase agreement that forbids sale for twelve months while the tokens sit in your own wallet. On-chain data alone will not show those. Both kinds need to be in your records.

Build a schedule register

Keep one register per arrangement with: the counterparty and agreement reference, token and contract address, total units, start date, cliff, end date, release mechanics (linear, monthly tranches, milestone), units vested to date, units released to date, and whether the restriction is enforced by code, by contract, or both. Reconcile the register each period to on-chain balances in vesting contracts and in your own wallets.

Recognition is a separate question

Whether unvested tokens are an asset of yours yet depends on the legal terms: who controls them, whether delivery is conditional, and what happens if conditions fail. ASU 2023-08 itself does not address initial recognition or derecognition of crypto assets, so that judgment comes from other guidance [5]. Tokens your own entity or its related parties created are outside ASU 2023-08's scope [2], so a project's treasury of its own token, and tokens it grants to staff, need a different analysis. Document the conclusion for each arrangement rather than assuming.

Disclosure under US GAAP

For crypto assets within the scope of ASU 2023-08, an entity must disclose, at each interim and annual reporting date, the fair value of crypto assets subject to contractual sale restrictions, the nature and remaining duration of those restrictions, and the circumstances that could cause them to lapse [1][2]. Those disclosures sit alongside the significant-holdings table and the annual rollforward [1].

In-scope crypto assets are measured at fair value under ASC 820 [2]. For equity securities, ASU 2022-03 says a contractual sale restriction is a characteristic of the holder, not the security, so no discount is applied, while restrictions that attach to the instrument itself can affect fair value [4]. That guidance is written for equity securities, and how it carries over to a specific token lockup is a judgment that valuation specialists and auditors should agree in advance. As of October 2026, note one development: in September 2026 the FASB issued ASU 2026-03, which requires investment companies to reflect contractual sale restrictions on equity securities in fair value and disclose the discount [6]. It is effective for annual periods beginning after December 15, 2027 [6]. It does not, on its face, address crypto assets, and it does not change ASU 2023-08 [6].

Runway: locked is not liquid

For treasury reporting, unvested and locked tokens should be excluded from the liquidity used to measure runway, and shown separately with their unlock dates. A token can carry a large fair value on the balance sheet and contribute nothing to the next twelve months of payroll.

Unlock events

An unlock date is an operational event. Plan for it: confirm who will call the release function, which wallet receives the tokens, whether the received tokens fall under your treasury policy's sale limits, and whether a disclosure in the period's notes needs updating. Large scheduled unlocks across a token's holder base can also affect market liquidity, which is worth reflecting in any haircut you apply.

What to do

• Keep a schedule register for every vesting or lockup arrangement and reconcile it to on-chain balances each period.
• Record whether each restriction is enforced by code, contract or both.
• Write a recognition memo per arrangement, especially for tokens your entity or related parties created.
• Prepare the ASU 2023-08 restriction disclosures at each interim and annual date.
• Agree the fair value approach to locked tokens with auditors before year end.
• Exclude locked tokens from runway and list upcoming unlocks with dates and amounts.

Sources

1. 6.3 Disclosures About Crypto Assets Within the Scope of ASU 2023-08 (Deloitte DART (Roadmap: Digital Assets))
2. FASB clarifies accounting for certain crypto assets (Grant Thornton)
3. Finance (VestingWallet API) (OpenZeppelin Docs)
4. FASB Clarifies Fair Value Measurement Guidance (Heads Up, ASU 2022-03) (Deloitte DART)
5. 4.2 Crypto Assets That Are Within the Scope of ASU 2023-08 (Deloitte DART (Roadmap: Digital Assets))
6. FASB updates investment company fair value reporting standard (Journal of Accountancy)

General information for finance teams, current as of publication. Not legal, tax or accounting advice.

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