Overhang refers to an anticipated future dilution or supply of shares that may depress perceived value or complicate financing/exit dynamics, such as a large option pool, heavy liquidation preferences, or a big block expected to sell post-lockup. In venture discussions, Overhang is used to describe cap table or liquidity pressure points, and Overhang considerations often influence valuation, secondary decisions, and structuring.
Ryan RobertsStartup Lawyer
Ryan Roberts is a startup lawyer with more than two decades of experience advising on venture financings and M&A transactions totaling more than $1 billion. He is the author of the Amazon bestselling startup law book Acceleration.
