Hey Connie. I was working on this last week!
Here is what I gathered from Gemini.
The folks at Carta might have a better answer, but below is what I used for my work last week.
____________________
In the world of equity compensation, "expired" and "forfeited" might sound like synonyms for "gone forever," but they represent two different stages of the option lifecycle.
The primary difference lies in when the options are lost and why it happened.
Comparison at a Glance
| Feature |
Expired Shares |
Forfeited Shares |
| Primary Cause |
Time ran out (The "Clock" hit zero). |
Conditions weren't met (The "Deal" broke). |
| Common Trigger |
Reaching the end of the 10-year term or missing the post-termination exercise window. |
Leaving the company before shares are fully vested. |
| Vesting Status |
Usually Vested. |
Usually Unvested. |
| The "Why" |
The holder chose not to buy (often because the stock price was too low). |
The holder lost the right to buy by leaving early. |
1. Expired Shares
Expiration is almost always a matter of timing. Most Employee Stock Options (ESOs) have a "shelf life" (typically 10 years from the grant date).
-
Scenario A (The 10-Year Wall): You hold vested options, but the 10-year term ends. If you don't exercise them by the last day, they expire and vanish.
-
Scenario B (The Post-Termination Window): You leave a company on good terms with 1,000 vested shares. Most plans give you 90 days to "exercise" (buy) them. If day 91 hits and you haven't written the check, those shares expire.
-
The "Underwater" Factor: If the company's current stock price is lower than your strike price, the options are "underwater." In this case, employees often let them expire because buying them would result in an immediate financial loss.
2. Forfeited Shares
Forfeiture is about eligibility. It happens when an employee fails to meet the requirements set out in the grant agreement-usually staying employed long enough to vest.
-
The "Golden Handcuffs": If you have a 4-year vesting schedule and you quit after 2 years, you forfeit the remaining 50% of your grant. You never "owned" the right to buy those shares because you didn't put in the time.
-
Clawbacks: In rarer cases (usually involving executive misconduct), a company might have "clawback" provisions that force an employee to forfeit even vested shares.
Why this matters for the Option Pool
When shares expire or are forfeited, they typically return to the option pool. This is a win for the company (and remaining employees) because those shares can now be re-granted to new hires or high-performers without the company having to authorize and issue brand-new shares, which would further dilute existing shareholders.
Note: Always check the specific Stock Option Plan document. While the definitions above are standard, some plans have "recycling" rules that dictate exactly how and when these shares can be put back into the pool.
------------------------------
Robert Buckley
------------------------------
Original Message:
Sent: 02-12-2026 10:57
From: Connie Cullen
Subject: Help Needed: Understanding Forfeit Option Grants
Hello everyone, I am looking for some guidance regarding forfeit option grants. Specifically, I am trying to understand the different circumstances under which stock options may be forfeited, such as termination of employment or failure to meet performance criteria. If anyone has experience with this topic or can point me to some reliable resources or explanations, I would greatly appreciate your insight! Thank you in advance for your help!