Pre-IPO liquidity for EU startup stock options, am I completely locked in?

Hi everyone,

I’m trying to understand if there’s any real way to get liquidity from stock options before an IPO.

I work for a late-stage scale up (unicorn level) and I have some vested options. The strike price is low and the current implied value is much higher, so on paper there’s a decent gain.

The problem is the structure:

• options are not transferable

• even after exercise, shares can’t be sold without company approval

• there’s also a custodian/fiduciary setup

• basically everything is controlled by the company/board

If I leave, I have a short window to exercise and I’d need to pay both strike and taxes, without any way to sell.

I tried EquityBee but my company isn’t supported. I’m looking at Secfi but I’m not sure it works with these restrictions.

At this point it feels like the only options are:

1)pay out of pocket and hold illiquid shares

2)walk away and lose everything

3)or try some kind of private agreement with someone (discount?)

Has anyone in Europe dealt with something similar?

Is there any real workaround or are you basically stuck until IPO or exit?

Thanks