Unvested restricted stock units (RSUs), double-trigger grants, Enterprise Management Incentive (EMI) options and a stake in a company whose shares cannot yet be traded are all worth something to you and, for now, may count for nothing with the lenders on our panel. What the purchase may stand on instead, and what the listing changes.
In short
Equity in a private company generally counts for nil in a mortgage application, however large the paper value. Lenders on our panel that count restricted stock units (RSUs) at all generally want them vested, sold and the sterling proceeds in your account, and a double-trigger grant at a pre-IPO company fails every one of those tests until the listing. Unexercised Enterprise Management Incentive (EMI) options and shares that cannot be traded are read the same way. So before a listing the purchase stands on salary, which for a senior engineer or product leader may mean an enhanced loan-to-income tier on base alone; proceeds from an exercised option or a secondary sale can form part of the deposit once they have landed; and the product should let a large lump sum in on a date nobody can fix. After the listing, once tranches have vested, been sold and the proceeds banked, some lenders may count a proportion of them and the choice of lender widens.
Who this is for
You are an engineer, product leader or early employee at a venture-backed company that may list (an initial public offering, IPO) in the next year or two, and a meaningful part of your package is equity you cannot yet sell: double-trigger RSUs, EMI or unapproved options, or shares bought in an earlier round. You want to buy before the listing rather than wait for it, and you want to know what a lender may count. If your company is already listed and your question is how vested RSUs are assessed, start with our article on whether RSUs can be used to qualify for a mortgage; this piece is about the position before, and across, the listing.
Why private company equity generally counts for nil
A mortgage lender counts income it can see arriving and expects to keep arriving. Private company equity fails that test three ways at once. The units are usually unvested, or vested in name but not deliverable until a liquidity event, so nothing has been received. There is no exchange to sell on, so even delivered shares cannot be sold at a known price. And the value quoted to you is the last funding round's price, which an underwriter has no way to verify and no reason to rely on.
Under their published criteria, several mainstream lenders on our panel may exclude share awards from income altogether. Those that may count RSUs generally require the shares to have vested, usually within the last twelve months, to have been sold, and for the proceeds to have arrived in sterling. A double-trigger grant at a private company, where each tranche time-vests on schedule but is not delivered as shares until the company lists or is sold, fails every one of those conditions until the trigger event happens. However the grant is presented, it counts for nil.
That is not a reason to wait. It is a reason to build the purchase on what a lender can see. The wider picture for engineers and product leaders, listed and unlisted, is in our guide to mortgages for tech and product leaders.
Mortgage & Protection Adviser
Specialist mortgage broker for City professionals. Simon advises engineers, product leaders and chief executives of the companies they started, at private and listed technology companies, structuring purchases on base salary before a listing, evidencing option and secondary-sale proceeds as deposit, and choosing the products that let post-listing proceeds reduce the loan.
What the purchase may stand on before a listing
Base salary, and at private companies that is often the whole of the cash pay. At many venture-backed companies there is no annual cash bonus at engineering or product level; the variable element is the equity, and the equity is nil. So the question becomes whether base alone reaches the figure, and at senior-engineer and product-lead salaries the answer is often yes, provided the right tier is used.
At a standard loan-to-income (LTI) cap of around 4.49 times, a £160,000 base supports roughly £718,000. Several lenders on our panel may go further for higher earners: enhanced tiers of 5.5 times, and at some lenders up to 6 times, gated on an income floor, on the loan-to-value (LTV), usually at or below 85%, and often on a capital and interest basis. Those gates are the ones a pre-IPO buyer needs to clear, and at this income level the income floor is rarely the problem; the LTV and the loan size are. The tiers and their gates are set out in our article on 5x and 6x salary mortgages.
Alongside base sit two other things. A cash sign-on paid when you joined, if it is still in your account, is deposit. And a partner's income, where there is one and it can be assessed, changes the arithmetic entirely; a freelancer a year into trading may not be assessable by the lenders on our panel, where an employed partner's salary often can be.
Criteria correct as of November 2026. Mortgage lending policies change regularly, for the latest advice, speak to us directly.
Before and after the listing: a worked example
Take a senior product manager at a late-stage venture-backed software company, on a £160,000 base salary with no cash bonus, holding double-trigger RSUs worth around £350,000 at the last round, buying at 80% LTV a year before an expected listing. On the three salary-only rows the equity counts for nil. The third row shows the same person eighteen months after the listing, once the lock-up has ended and £90,000 of vested stock has been sold and banked in the latest twelve months, at a lender that may count half of it.
Please note: These figures are for illustrative purposes only. The actual amount you can borrow will depend upon your personal circumstances, credit profile, LTV, the lender's individual criteria and full affordability assessment.
Before the listing, lender selection turns on tiers and gates. After it, the vest record can do what the tier did, at a standard cap, so the lenders that count RSUs come into play alongside the ones that lend more against salary, and the choice widens.
study
RSU Mortgage UK: Mortgage Approved With Vested RSUs
What the post-listing position looks like in practice: a senior engineer at a listed employer, base salary £95,000, RSUs vesting quarterly and sold as they vested. The twelve-month run of sterling credits gave the underwriter a pattern rather than a promise, and the lender counted the vested proceeds alongside salary to reach the loan.
Read the full case study →EMI share options and other options: exercised, unexercised and sold
An option that has not been exercised is nil to a lender for the same reasons as an unvested RSU: nothing has been received and nothing can be sold. That holds for Enterprise Management Incentive (EMI) options, a tax-advantaged scheme widely used by UK start-ups and scale-ups for staff, and for unapproved options and their overseas equivalents alike. The grant letter and the option agreement evidence an entitlement, and an entitlement is not income.
Exercising turns the option into shares in a private company, which is still an asset that cannot be traded; a lender may note it on the application and may lend nothing against it. The practical question for most option holders is where the exercise money comes from, because exercising ahead of an exit usually means finding cash, and a lender assessing affordability may ask about a large outgoing in your statements. If you are planning to exercise and to buy a home in the same year, the order matters, and it is worth a conversation before either.
Where options become relevant to a mortgage is on an exit. If the company is sold, or lists and you exercise and sell, the proceeds are cash in your account with a clear paper trail: option agreement, exercise notice, completion statement or sale confirmation, and the bank credit. Those proceeds can form part, or all, of a deposit, and lenders on our panel may treat a well-evidenced one-off receipt as acceptable deposit funds. They are unlikely to treat it as income, because it does not recur. EMI's tax treatment is a matter for your own adviser; the point here is that a lender reads the net proceeds that land, so the statements should show the figure after any tax settled on exercise or sale. Options reach a mortgage as deposit, and only once sold.
Can EMI options help you get a mortgage?
As a deposit after an exit, yes. As income, rarely. The section above sets out why options count for nil while the company is private. These are the questions option holders ask us most.
Does an exercise gain on a payslip count as income? Where options are exercised and sold at an exit, the employer may process the gain through payroll, and it can appear on a payslip and in the P60 total for that year. A lender is unlikely to treat it as recurring income. An underwriter may take a one-off out of the P60 and assess the salary and regular bonus underneath, so the year of an exit can look better on paper than it does to a lender. A short note explaining the payment, with the completion statement, can save a query.
Can you borrow to exercise? A loan taken to fund the exercise price or the tax is a commitment like any other and may be counted in the affordability assessment. A lender may also ask about a large payment out of your account in the months before an application. If you are close to both an exercise window and a purchase, the order matters.
What if you leave before an exit? Option agreements often set a window after leaving in which vested options must be exercised or they lapse. A job move during a mortgage application is already a change a lender has to be told about. Where it also forces an exercise decision, the cash call can land at the same time as the deposit.
After a listing, exercised shares can be sold once any lock-up ends, and the proceeds are deposit funds with a clear trail. Shares you keep are an asset. An RSU programme that starts after the listing may become income on the terms set out later in this article.
Whether your options qualify for EMI's tax treatment, and what is due on exercise or sale, is a question for your own tax adviser.
Secondary sales, tender offers and the deposit
Some private companies let employees sell a slice of their vested shares before a listing, through a company-run tender offer or a secondary sale to an investor. For a mortgage, the proceeds of such a sale are the one way private equity can appear in an application before the listing, and they appear as deposit.
The evidence is what makes them usable. A lender may ask for the offer document or sale agreement, the share count and price, the completion statement and the bank statement showing the credit, so that the source of funds is traced from the shares to the cash. Where the sale was in US dollars (USD) and converted, the conversion record goes in too. A lender's anti-money-laundering checks are the reason a clean trail is worth assembling before the application, ahead of any query. A large deposit from a secondary sale can also change the LTV band the purchase sits in, which can move the loan into a lower pricing band and, at some lenders, into a higher income multiple, so it is worth telling us about a sale that is in prospect even if it has not completed.
The proceeds cannot count twice. Money used as deposit is not available to evidence anything else, and a lender that sees the proceeds spent on the purchase is unlikely to read them as income as well. How a liquidity event of this kind is best timed against a purchase is a subject in its own right.
Choosing a product when the listing date is unknown
If your plan is to put post-listing proceeds into the mortgage, the product has to let them in on a date nobody can fix. A fixed rate usually carries early repayment charges (ERCs) for its term, with an annual overpayment allowance, commonly around 10% of the balance, inside which lump sums go in without penalty. If the listing lands in month eight of a five-year fix and you want to repay £300,000, the allowance may not cover it and an ERC may be charged on the excess.
A tracker with no early repayment charges answers that: you can repay any amount at any time, in exchange for a rate that moves with the lender's reference rate until you fix. A shorter fix, two years in place of five, is the other answer; it keeps the ERC window short enough that the listing may fall near its end, with the overpayment allowance absorbing anything that arrives earlier. Which suits you depends on how you weigh rate certainty against flexibility, and on how confident the company is about its timetable; our article on fixed versus tracker mortgages for professionals sets out the trade.
Once the proceeds have landed and the balance has come down, the position often calls for the opposite product: a longer fix on a smaller loan at a lower LTV, which is also when the vested RSUs can first be presented as income if the case needs them. Our article on remortgaging with RSUs or bonus-heavy income covers that second stage.
study
Big Tech Principal Engineer Uses Back-Loaded RSU Vesting to Borrow £1.3m as Base Caps Out
Where the listed-company position can lead: a Principal Engineer whose base had sat at £200,000 for three years used the latest twelve months of vested, sold RSUs to lift recognised income to £290,000. The loan was structured part-and-part, with the contractual payment sized to base salary and the vest tranches reducing an interest-only element in lump sums.
Read the full case study →What changes after the listing
Delivery, then lock-up, then record. On a listing, a double-trigger grant's time-vested tranches are delivered as shares, usually with a lock-up of several months before employees can sell. Once the lock-up ends, each sale produces a sterling credit, and those credits over the following twelve months are the record a lender may read. A year after the listing you may have what the lenders that count RSUs ask for: units vested in the last twelve months, sold, with the proceeds in a UK account and a forward schedule showing further vesting.
At that point two routes open that were closed before. One is recognition: some lenders on our panel may count a proportion of the vested proceeds, commonly around 50%, which can replace the enhanced tier as the way to reach a figure, or reduce the multiple the case rests on. The other is reduction: proceeds that went into the balance have lowered the loan and the LTV, and a remortgage at that point is priced on the smaller loan. Some clients use both. How the lenders that count RSUs read the shape of your vesting from here, and why the year you apply in matters, is covered in our article on how lenders read RSU vesting schedules.
The decision you face after the listing is the one every RSU holder faces: hold or sell. Lenders may read proceeds, so a holding, however well it performs, may stay out of the income case, while selling a set proportion of each vest gives a lender a record. That is your decision, with your own adviser; our part is to tell you how each choice reads to an underwriter.
Larger stakes: when a shareholding changes how lenders read you
If your stake is large enough to make you a significant shareholder, a different set of lender rules can apply before any question of equity value arises. Many lenders class an applicant holding more than around 20% to 25% of a company as self-employed for mortgage purposes, whatever the payslip says, and assess the application on the company's accounts and your drawings rather than on a salary. For someone who started the company and pays herself a modest salary while it scales, that classification can cut borrowing sharply, and the choice of lender comes down to whose criteria read a minority stake as employment.
Where the stake is below the threshold and the salary is real, the case runs much as it does for any other employee at the company: base salary, the right tier, equity at nil. Where it is above, lenders may assess the case as self-employed, on the company's figures and your drawings; our articles on limited company director mortgages and on whether you need a bigger deposit if you are self-employed cover that ground.
For a chief executive whose wealth is almost entirely in the company she started and whose salary is small by design, a private bank may take a view of the wider position, including the stake, at a cost that needs weighing against waiting for an exit. Our article on what a private bank mortgage is sets out when that route is worth the premium. The chief executive in the case below was placed with a mainstream lender once the classification question was answered.
study
Tech Startup Founder Secures Mortgage Despite Low Historic Income
The chief executive of a business-software start-up she had founded had been turned away three times because her historic income was low and her company young. The case turned on classification: at lenders whose criteria read her shareholding as employment, her current salary was the income, and the purchase completed with a mainstream lender on that basis.
Read the full case study →How we approach a pre-IPO case
We start by taking the equity out of the picture and seeing what is left. On the first call we take your base, any cash bonus or sign-on, your deposit and its source, your shareholding and how the grant is structured, and whether a partner's income can be assessed, and we tell you the same day what base alone may support across the tiers on our panel, before a listing date exists.
Then we plan around a date nobody has. If the purchase works on salary, we choose the product around the plan for the proceeds: a tracker with no early repayment charges where the listing could fall at any time, a shorter fix where the timetable is firmer, and a note in the file about the refinance that follows. We run a Decision in Principle (DIP) early, we disclose the equity in full and count it at nil, because an underwriter who finds an undisclosed £350,000 of equity asks questions that slow a case, and we package the sign-on or secondary proceeds in the deposit with the trail complete. After the listing we come back to it: lock-up end, sale schedule, the twelve-month record, and the remortgage priced on the smaller loan.
If you are holding equity you cannot sell and buying before the listing, a fee-free consultation will tell you what the purchase may stand on now and what the listing may change later.
Part of a wider guide
Private company equity is one form of equity compensation. If your package also includes listed RSUs, deferred stock, co-investment or a long-term incentive plan, the wider guide covers how each is assessed and how to present a multi-part equity case.
Read the equity compensation guide →FAQs
Generally not as income. Lenders on our panel generally treat shares that cannot be traded, and equity that has not vested or cannot yet be delivered, as nil for affordability, however large the paper value. Proceeds from selling shares, in a secondary sale or after a listing, may be used as deposit once they have landed in your account with the trail evidenced.
No. The lenders on our panel that count RSUs at all generally want them vested, sold and the sterling proceeds in your account, usually within the last twelve months. A double-trigger grant at a private company fails those tests until the listing or sale that delivers the shares, so the purchase has to stand on salary until then.
Not necessarily. If your base salary supports the purchase, including through an enhanced loan-to-income tier where a lender's income floor and LTV limits allow, you can buy now on a product that lets post-listing proceeds reduce the balance without penalty, and revisit the structure once the shares have been sold. Waiting is a choice about the property, not a requirement of the mortgage.
Not as income, and not until sold. An unexercised Enterprise Management Incentive (EMI) option is an entitlement, exercised options are shares that cannot be traded, and only the proceeds of a sale on an exit are cash a lender may count, as deposit. If you plan to exercise and to buy in the same year, the order and the cash for the exercise are worth planning first.
Generally yes, once the proceeds are in your account and the source is evidenced: the offer or sale document, the completion statement and the bank credit, with any currency conversion shown. A lender may treat it as a one-off receipt rather than income, and a larger deposit can move the purchase into a lower LTV band.
One that lets a large lump sum in on an unknown date. A tracker with no early repayment charges allows repayment of any amount at any time; a shorter fixed rate keeps the penalty window short, with an annual overpayment allowance for anything that arrives early. The trade is rate certainty against flexibility, and it depends on how firm the company's timetable is.
Once the lock-up has ended and tranches have vested, been sold and the sterling proceeds have arrived in a UK account, some lenders may count a proportion of them, commonly around 50%, where vesting is documented as continuing. Proceeds put into the balance also lower the loan and the LTV, so a remortgage at that point is priced on a smaller loan.
It can. Many lenders class an applicant holding more than around 20% to 25% of a company as self-employed and assess the application on the company's accounts and your drawings rather than on a salary. Below that threshold your salary is generally the income; above it, the company director rules apply, and the lender is chosen on how its criteria read the stake.
