The Tranche You Can See

9 September 2026. Figures and filings are as of the dates stated in the text.

Interest disclosure: T-SpaceX is a tokenized loan participation right providing economic exposure linked to SpaceX, issued through a dedicated issuing subsidiary. T-OpenAI and T-Kalshi, each issued through its own dedicated issuing subsidiary, are tokenized loan participation rights providing economic exposure linked to that company's pre-IPO valuation. Following the SpaceX listing, the investment underlying T-SpaceX is being divested. Redemption opens only once a Redemption Start Date is announced, and as of 9 September 2026 none has been. Tessera's founder, and entities he controls, hold related exposure. This piece is about that company. Read what follows with that in mind.

Today is the ninetieth day.

This morning, up to 319.0 million Class A shares came off the SpaceX lock-up, 7% of the shares subject to the 180-day agreement. Tomorrow, the ninety-first day, up to 59.1 million more become eligible.

Those two lines sit one day apart in the table, and they are not the same kind of event. The first is everybody but the affiliates; the second is the affiliates themselves. The gap between them is the most informative thing in the schedule, because it is the difference between stock whose sale nobody will ever observe and stock whose sale is filed.

Where the Word "Affiliates" Stops

These pages have quoted the lock-up table twice, on 10 August and again last week, and both times read past the detail that matters here. Look at where the word "affiliates" appears, and where it stops.

Four rows carry the same exclusion, excluding shares held by "affiliates" as that term is defined in Rule 144 under the Securities Act, and they are the first four: the 6 August release, the price-gated tranche beside it, 20 August, and today. Then comes the 10 September row, which is those affiliates' own shares, released on their own, a day after everybody else, at roughly a fifth the size of today's tranche.

After that the qualifier simply disappears. The rows for 24 September, 9 October, 24 October, the third-quarter tranche and 8 December carry no affiliate language at all; they are stated as straight percentages of the shares subject to the 180-day lock-up.

That is a deliberate piece of construction, and its shape is the argument. The schedule holds affiliates apart for ninety-one days and then stops distinguishing them, because by then their shares are out. Every release in this lock-up, up to and including today's, is by its own terms everybody but the affiliates.

Why the Ninetieth Day

Start with the date, which reads at first like a neat coincidence, contract and rule set to the same day, and turns out not to be one. Under Rule 144, as the prospectus itself sets out, an affiliate who has held restricted securities for at least twelve months may sell, but only "beginning 90 days after the effective date of the registration statement," and then only within limits.

The limit is that in any three-month period an affiliate may sell no more than the greater of two measures. The first, in the filing's own words, is "1% of the number of shares of our Class A common stock then outstanding, which will equal approximately 73.8 million shares immediately after the completion of this offering." The second is "the average weekly trading volume of our Class A common stock reported through Nasdaq and Nasdaq Texas during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale." Such sales "are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us."

Now look at which date each of those runs from, because they are different dates. Rule 144 counts from the effective date of the registration statement. The lock-up counts from the date of the prospectus. EDGAR records the registration statement declared effective on 11 June 2026; the prospectus is dated 12 June. The two clocks start a day apart, so the schedule's ninetieth day and the rule's ninetieth day are a day apart too.

A clean coincidence would have set contract and rule to the same date. What the schedule actually does is place the affiliate release after both clocks have run, rather than on top of either. That is the more sensible design and the less tidy sentence. The affiliates' row sits a day behind everybody else's because their release is governed by a second regime the other rows do not touch, and the drafter has left a day of clearance rather than landing on the line.

The Arithmetic Nobody Is Doing

Now put the two numbers together. Across today and tomorrow, up to 378.1 million shares become eligible. Of those, 59.1 million, just under 16%, are affiliate shares.

Broadly, only that 16% files.

A non-affiliate holding 400,000 shares can sell all of them this afternoon, and unless they are a five-percent beneficial owner with a Schedule 13D or 13G to amend, no document records that it was them. The disposal enters the tape as volume and nothing else. An affiliate selling the same 400,000 shares files a notice on Form 144, is subject to the manner-of-sale provisions and the current-public-information condition, and counts the sale against the quarterly allowance described above.

Note where that cap sits, and note that it moves. The cap is not a collective ration: the rule applies to "a person (or persons whose shares are aggregated)", so the 1% is what a single affiliate, or a single aggregated group, may sell in a three-month period. The prospectus put that at approximately 73.8 million shares, and it is careful to say immediately after the completion of this offering. It is a percentage of shares outstanding, not a fixed number, and shares outstanding have risen since: on 14 August the company issued 389,289,254 Class A shares to acquire Anysphere, at an implied equity value for that business of $60.0 billion. So the live cap today is larger than the figure printed in June. The whole affiliate tranche released tomorrow is 59.1 million.

So the volume limitation is not, on these numbers, a meaningful brake on this tranche at all. It is dimensioned per holder, it has grown since the offering, and the entire affiliate release across every holder together is smaller than one holder's quarterly allowance. What the affiliate regime actually imposes here is not a ceiling. It is visibility.

That inverts the way this is usually discussed. Coverage of a lock-up expiry treats the affiliate tranche as the constrained one and the general tranche as the free one. On these figures the binding constraint on affiliates is disclosure, not quantity, and it applies to the small part.

What This Does to "Eligible Is Not Sold"

Eligible Was Not Sold, published on 10 August, argued that a lock-up expiry converts a legal restriction into a decision, and does not convert a share into a sale. That remains right, and the 6 August release did not contradict it.

But that argument carried a second half it did not state, and today is the day it becomes visible. Eligible is not sold, and for 84% of what is released this week, sold is not observable either.

That matters because the entire retrospective literature on lock-up expiries, these pages' included, is built on inference from price and volume. The method reads what the stock did in the days after a release and reasons backwards about whether holders sold. The August piece refused a clean read on exactly that basis, because four other events landed inside the same 48 hours and disentangling them from outside was not possible. The deeper problem is structural rather than circumstantial: the dataset that would settle the question does not exist for most of the shares. It exists for the small fraction of them that files.

So the honest position on a week like this one is that the affiliate tranche is the only part where "did they sell" is a question with a documented answer, and it is the part small enough not to move much.

Which Cohort You Can Actually Watch

Last week's piece argued that a register turning over on a published schedule quietly changes who is in a position to interrogate a long-dated announcement: dual-class control removes the vote, and the rotation removes the memory.

There is a companion to that, and it runs the other way. The cohort whose exits are documented is the cohort closest to the company: officers, directors, ten-percent holders. The cohort whose exits vanish into daily volume is everybody else, meaning employees who are not affiliates, early investors, and the funds that came in privately.

Both of those are defensible as policy. Affiliates have information others do not, which is why their sales are filed. But the effect on anyone trying to read the register from outside is that the observable sample is small, unrepresentative by construction, and selected precisely for the holders most conscious of being observed.

And it is smaller than the 59.1 million suggests. The trackers people actually read are built mostly on Section 16 filings, meaning Form 4, filed by officers, directors and ten-percent holders within two business days, rather than on Form 144. Section 16 catches a narrower population than Rule 144's "affiliates" does. So the visible fraction of this week's release is not a sixth. It is some part of a sixth, and the part most conscious of being read.

What This Argument Does Not Claim

It does not claim anyone is selling. Nothing in this piece is a claim about what any holder did today, and for the non-affiliate tranche that information will never become available.

It does not claim the design is improper. Staggering affiliates by a day and disclosing their sales is ordinary, sensible practice, and the alternative, filing every retail disposal, would be absurd.

It makes no price argument. Every figure here is a ceiling: the schedule says "up to," and the prospectus quantifies eligibility, not intent.

And two limits on this framing are worth flagging. Form 144 is a notice of intent to sell, not a record of a completed sale, and small sales fall under a de minimis threshold that requires no notice at all. And "non-affiliate" is not the same as "invisible": a five-percent holder reports regardless. "The part that files" is a real distinction, but it is a coarser instrument than the neatness of that 16% suggests.

What Follows

The next dated event is 24 September, then 9 and 24 October, each up to 328.4 million. Then the tranche tied to third-quarter results, at up to 1.3 billion, by some distance the largest release before December.

None of that is a forecast. It is a table, published in June, that anyone can read.

What today adds is a smaller and more uncomfortable point. When the next commentary tells you what insiders did with the September unlock, ask which shares it can see. The answer is: the ones released tomorrow, not the ones released today, and a good deal less than a sixth of the total either way.

Sources: SpaceX final prospectus (Form 424B4) filed 12 June 2026, read from EDGAR on 3, 7 and 9 September 2026. From the table "Earliest Date Available for Sale in the Public Market": the 9 September 2026 release of up to 319.0 million shares of Class A common stock, representing 7% of the shares subject to the 180-day lock-up period and excluding shares held by "affiliates" as such term is defined in Rule 144 under the Securities Act; the 10 September 2026 release of up to 59.1 million shares, representing the shares subject to the 180-day lock-up period held by such affiliates; and the subsequent releases of up to 328.4 million shares on each of 24 September, 9 October and 24 October, and up to 1.3 billion shares, representing 28%, on the second full trading day following the public release of results for the quarter ended 30 September 2026. From the section "Shares Eligible for Future Sale": the 90-day condition on affiliate resales, the volume limitation quoted in full in both limbs, including the approximately 73.8 million share figure, which the filing expressly states as 1% of Class A common stock outstanding immediately after the offering and which has therefore risen since, the Form 144 notice requirement, and the manner-of-sale and current-public-information provisions. The declaration of effectiveness of the registration statement on 11 June 2026, against a prospectus dated 12 June 2026: EDGAR filing index for registration number 333-296070, read 9 September 2026. The issuance on 14 August 2026 of 389,289,254 shares of Class A common stock as consideration for the acquisition of Anysphere, Inc., at an implied equity value of $60.0 billion: SpaceX Form 8-K filed 14 August 2026, read from EDGAR 9 September 2026. The 378.1 million two-day total and the resulting 16% share are arithmetic on the two tranche figures above and are stated as ceilings, since every tranche in the table is expressed as "up to". The Tessera pieces Eligible Was Not Sold (10 August 2026) and The Announcement Outlasts the Holder (2 September 2026), as published, for the framings revisited here. Figures are as of the dates given.

This is market commentary, not investment advice. It is not a recommendation to acquire, hold or redeem any Tessera product, or to take or avoid exposure to any company mentioned.

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