ESOP Financing During Market Downturn

Know how ESOP financing works during a market downturn, who can use it, and why it can be useful when share prices are low. It covers benefits, risks, and key points to consider before taking funding against ESOPs.
Leverage your ESOPs for funds!
3 mins
29-December-2025

An ESOP (Employee Stock Ownership Plan) allows committed employees to gain ownership in the company they help build. Under this structure, the company sets aside a portion of its shares in a trust, distributing them to eligible employees over time. To further support this opportunity, ESOP financing enables employees to raise funds by pledging their allotted ESOPs, making it easier to exercise stock options without disrupting personal savings or investments.

ESOP financing from an employee’s perspective

Let us first understand a bit more about ESOP from an employee’s perspective. The grant price and vesting period of the ESOPs are determining factors for an employee's decision to apply for a loan against ESOPs. In other words, a person may opt for ESOP financing if he/she needs funds immediately and when the market price of his company’s share is much higher than its grant price. ESOPs enable employees to acquire shares of the employer company at a nominal price. After holding the shares for a tenure (vesting period) specified by the employer, the employee can sell them off the shares allotted to him through ESOPs and make a profit. Learn how to apply for ESOP financing.

ESOP financing from an employer’s perspective

Through ESOPs, employers reward their dedicated and hard-working employees who may receive profits as the company grows. This motivates the employees to do their best as it will increase their return on the ESOPs allotted to them. It makes them feel that they are participating actively in the growth of their employer company.

But please note that there are other features and benefits of ESOPs as well. It helps the employer company to save their cash outflows because the company does not have to pay cash as rewards. Start-ups and business organisations formulating expansion plans find ESOPs to be a more feasible option compared to paying incentives and bonuses.

Employers can arrange different financing options for employees who wish to exercise their option to purchase the shares allotted to them through ESOPs but do not have the necessary funds to exercise purchase of their vested stock options. The employer company can grant a loan against ESOPs or make arrangements with financial institutions for ESOP financing for their employees. As a result, the employer company can reward its employees without incurring additional expenses.

How does ESOP financing benefit the employees?

If an employee lacks the money to exercise his ESOPs, he/she can use Bajaj Finance’s loan facility. This is because the loan you receive is secured against your shares, meaning you still benefit from any increase in the value of the company.

Key considerations for ESOP financing during market downturns

If employers are considering ESOP financing during economic downturns, they need to ask themselves the following question:

  • Firstly, employers need to take into consideration the size of their business. Certain market experts would say that a company with a minimum of 75 to 100 employees is good to go when it comes to an ESOP.
  • Employers must assess their relationship with their employees and analyse their company culture. These are intangible factors that have the potential to create numerous differences in their succession plan.
  • Pursuing an ESOP will lead to a situation where companies will have additional debt. So, employers must not forget to analyse how comfortable they are with having debt in the books.
  • Employers should remember that an ESOP is not designed for immediate results. It may help an employee reap the benefits of their hard work, but it may not be the right option if a company aims to maximise its value.

In the event of any financial need, Employees have an option to avail loan against their ESOPs and may be eligible to avail a loan up to Rs. 175 crore depending upon the valuation of the ESOPs and the stock market conditions prevailing at the time of availing the loan. If employee avails loan against their ESOPs, they shall have to pay interest on only the loan amount utilised by them and not on the entire loan amount sanctioned by the lender.

ESOP financing: risks and mitigation strategies

ESOP financing can help employees unlock liquidity from their vested stock options without selling them outright. However, like any financial decision, it comes with certain risks. Understanding these risks and how to manage them can help you use ESOP financing more confidently and responsibly. Key risks involved in ESOP financing and how to mitigate them:

  • Share price volatility: The value of unlisted or listed company shares may fluctuate due to market conditions or company performance. To mitigate this, borrow conservatively and avoid financing the entire value of your ESOPs.
  • Liquidity risk at exit: If the company delays an IPO or buyback, selling shares may take longer than expected. Mitigate this by checking the company’s historical exit timelines and understanding secondary sale options before opting for financing.
  • Repayment pressure: If cash flows are uncertain, repaying the financed amount may become stressful. Choose flexible repayment options and ensure you have alternative income sources or savings as a backup.
  • Concentration risk: Overdependence on your employer’s stock can increase financial risk. Mitigate this by using ESOP financing only as a short-term liquidity solution and maintaining a diversified personal portfolio.
  • Policy and compliance risk: ESOP rules, vesting terms, and company policies may change. Carefully review your ESOP policy documents and financing agreement to avoid surprises later.

When does ESOP financing make sense?

ESOP financing is most effective when used with clear intent and timing. It works best for employees who have vested options, visibility on liquidity events, and a short-to-medium-term funding requirement. Situations where ESOP financing can be suitable:

  • You have fully vested ESOPs and limited personal liquidity
  • A near-term IPO, acquisition, or buyback is expected
  • You want to avoid selling shares at a discounted secondary price
  • You need funds for planned expenses rather than speculative use

How to apply for ESOP financing?

Applying for ESOP financing is typically a structured and digital-friendly process. Being prepared with the right information can speed up approval and disbursal. Steps to apply for ESOP financing:

  • Check ESOP eligibility: Confirm that your ESOPs are vested, exercisable, and eligible for financing as per your company’s policy.
  • Initiate the application: Start the application journey online using the ESOP Login option provided by the financier. This helps you securely submit basic personal and ESOP-related details.
  • Submit required documents: Provide KYC documents, employment proof, ESOP grant details, vesting schedule, and company authorisation if required.
  • Assessment and valuation: The financier evaluates the company, share valuation, vesting status, and your repayment capacity before approving the financing amount.
  • Agreement and disbursal: Once approved, review the financing terms carefully, sign the agreement digitally, and receive funds directly into your bank account.

By following these steps and understanding the risks upfront, ESOP financing can be used as a strategic liquidity tool rather than a financial burden.

Conclusion

To sum up, if employers are considering offering the benefit of ESOP financing during a stock market downturn, they need to analyse certain aforementioned factors. For instance, they must check the working culture of their company and assess the relationship they have with their employees. They must remember that while an ESOP can decrease the costs of providing rewards, it is not designed for immediate effects.

Frequently asked questions

How does ESOP financing help during a market decline?

ESOP financing offers liquidity without requiring you to sell shares at a lower valuation during a downturn. It lets you access funds while retaining your ownership, so you can wait for the market to recover.

What are the risks of ESOP financing in a volatile market?

Interest obligations also remain, regardless of fluctuations in share value, adding financial pressure.

How quickly can I get funds through ESOP financing?

Funds through ESOP financing are typically disbursed within 24 to 48 hours after approval and documentation. The speed depends on your lender’s processes, but it is generally much faster than traditional loan options.

Do I need to sell my shares under ESOP financing?

No, ESOP financing allows you to raise funds by pledging your shares as collateral, not by selling them. This helps you retain ownership and potential future gains, while still getting access to immediate capital.

What documents are required to apply for ESOP financing?

To apply for ESOP financing, employees usually need KYC documents, employment proof, ESOP grant letter, vesting schedule, company confirmation, and bank details. Some financiers may also request the company’s ESOP policy or shareholder agreement.

Can ESOP loans be prepaid without penalties?

Most ESOP financing facilities allow partial or full prepayment. Prepayment terms depend on the financier’s policy; some may charge minimal fees, while others permit penalty-free closure, especially after a lock-in period or upon a liquidity event.

Can employees refinance or top up their ESOP loan?

Refinancing or topping up ESOP financing may be possible if the value of vested ESOPs increases or repayment history is strong. Approval depends on updated valuation, remaining tenure, company status, and the financier’s internal risk assessment.

How is the interest on ESOP loans calculated?

Interest on ESOP financing is usually calculated on the outstanding principal, either on a reducing balance or simple interest basis. Rates vary based on company profile, liquidity visibility, tenure, and perceived risk of the underlying ESOPs.

What happens if the employee leaves the company before loan maturity?

If an employee leaves before maturity, the financier may ask for early repayment or alternative security. Outcomes depend on vesting status, company buyback rules, and financing terms agreed at the time of disbursal.    

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Disclaimer

1. Bajaj Finance Limited (“BFL”) is a Non-Banking Finance Company (NBFC) and Prepaid Payment Instrument Issuer offering financial services viz., loans, deposits, Bajaj Pay Wallet, Bajaj Pay UPI, bill payments and third-party wealth management products. The details mentioned in the respective product/ service document shall prevail in case of any inconsistency with respect to the information referring to BFL products and services on this page.

2. All other information, such as, the images, facts, statistics etc. (“information”) that are in addition to the details mentioned in the BFL’s product/ service document and which are being displayed on this page only depicts the summary of the information sourced from the public domain. The said information is neither owned by BFL nor it is to the exclusive knowledge of BFL. There may be inadvertent inaccuracies or typographical errors or delays in updating the said information. Hence, users are advised to independently exercise diligence by verifying complete information, including by consulting experts, if any. Users shall be the sole owner of the decision taken, if any, about suitability of the same.
For customer support, call Personal Loan IVR: 7757 000 000