You signed a four-year grant. You'll be at that company somewhere between 18 months and forever. In year three, the grant cliff eats your paycheck alive and nobody warned you.
Refresh grants are how companies solve that. 79% of companies offer them¹. Almost none put the language in your offer letter. That's the gap.
What a refresh grant actually is
A refresh is a new equity grant issued to an existing employee, typically annually, that vests on top of your original new-hire grant. It exists because new-hire grants are front-loaded — Levels.fyi's analysis of 2025 offer data shows the 40/30/20/10 vesting schedule is now standard at most public tech companies, meaning 70% of your equity vests in years one and two, and only 10% vests in year four.
Do the math on a $200,000 new-hire grant under that schedule:
- Year 1: $80,000 vests
- Year 2: $60,000 vests
- Year 3: $40,000 vests
- Year 4: $20,000 vests
By year three, your equity comp has dropped by 50% from year one — and by year four, by 75%. Your total comp cratered while your job stayed the same. That's the cliff refresh grants are designed to fill.
The problem: unless your offer letter says otherwise, the refresh is a discretionary bonus. Not a right. Not a promise. A discretion. Compensation committees decide who gets one, how big it is, and on what terms. In 2026, that discretion has gotten a lot stingier.
What changed in 2025 and 2026
Two structural shifts to know about before you sit down to negotiate.
Shift one: refresh grants got dramatically smaller. Sequoia's 2025 Comp and Equity Trends Report found that in 2023, 49% of non-executive refresh grants were sized at more than 50% of the original new-hire grant. By late 2024, that number dropped to 5%. Not a dip. A collapse. The average refresh in 2026 is now a fraction of what it was three years ago, and grant sizes for U.S. tech workers overall are 26% below 2022 levels.
Shift two: refreshes moved from time-based to performance-based. Sequoia's survey found 88% of companies now grant refresh awards based on performance criteria, and 20% of companies plan to shift refreshes from time-based to performance-based vesting within the next 12 to 24 months. Translation: even if you get a refresh, some or all of it will only vest if you or the company hit specific metrics.
Both facts push in the same direction. You cannot count on a refresh happening at the size you assume, on the schedule you assume, or in the form you assume. Which means the moment to lock down refresh expectations is before you sign — not in your year-two performance review when you have no leverage.
Move 1: Ask for the refresh policy in writing before you counter
Most candidates ask about refresh grants over the phone with the recruiter, get a warm answer ("everyone gets one, don't worry about it"), and treat that as a commitment. It isn't. It's a friendly non-answer.
The right ask, before you counter the offer, is one line by email:
"Before I finalize my counter, can you share the company's refresh grant policy in writing? Specifically: eligibility criteria, typical grant size relative to new-hire grants, vesting schedule, and whether refreshes are performance-based or time-based."
This does three things. It signals you know refresh grants matter. It forces the recruiter to either produce a written policy or admit there isn't one. And it creates a paper trail you can reference later if the actual refresh diverges from what you were told.
If they say "we don't share that in writing," that's your answer. It means the refresh is fully discretionary and any verbal assurances have zero enforceability. Negotiate accordingly — meaning, front-load your comp somewhere else.
Move 2: Get refresh language in the offer letter itself
This is the ask nobody makes because nobody thinks it's possible. It is. Not always granted, but always worth asking, especially at growth-stage companies and mid-market tech.
The clause you're asking for looks something like this:
"Employee shall be eligible for an annual equity refresh grant beginning on the twelve-month anniversary of the vesting commencement date, subject to continued employment and satisfactory performance review. The initial refresh grant shall have a target value of not less than $[X], vesting over four years with a one-year cliff."
You will not get every word of that. You will negotiate. What you're trying to lock in, in priority order:
- Eligibility. The word "shall be eligible" or "shall receive" — as opposed to "may be considered for."
- Timing. When the first refresh happens (year one anniversary is standard; some companies do year two).
- A floor. A minimum dollar target, even if it's modest.
- Vesting. A schedule, so the refresh isn't a one-time bonus that vests immediately and disappears.
Public FAANG companies mostly won't add custom language to a standard offer letter — Google, Meta, Amazon, Apple all run pre-set refresh programs and won't customize. But early-and-growth-stage private companies routinely will. Series B through pre-IPO is where this negotiation lives.
Move 3: If you can't get written language, front-load
You asked. They said no. The refresh policy is verbal and the offer letter has no clause. Now what?
Now you re-price the offer as if the refresh doesn't exist — because contractually, it doesn't — and negotiate the rest of the package harder. Specifically:
- Larger new-hire grant. If a $200,000 grant with an assumed $80,000 annual refresh gives you a target of $130,000/year in equity, and the refresh is unreliable, ask for $300,000 up front to compensate for refresh risk.
- Front-loaded vesting. If the standard is 40/30/20/10, ask for 50/25/15/10 or straight 25/25/25/25. You want more of the grant vested before the point at which the promised refresh is supposed to kick in.
- Higher sign-on bonus. If refresh is uncertain, cash today beats equity in year two. Sign-ons are usually easier to move than base salary and have no performance conditions.
- Higher base. Base salary compounds every year through merit increases. Equity refreshes don't.
This is where the counter-view matters. Stewart Blake's 2026 analysis of cash-vs-equity trends argues that for most tech professionals changing jobs today, a higher base and sign-on will produce more reliable wealth than holding out for refresh language. He's right in a specific sense: if you don't trust the company to follow through on refreshes (and 2026 data says you probably shouldn't), stop optimizing for the refresh and take the cash. The honest answer is you're negotiating for one or the other — not both.
Move 4: Understand the counterparty
This is where most refresh negotiations fall apart. You ask for refresh language, the recruiter says "we don't do that," and you fold. You don't know if that's a real policy or a first-line objection.
Before you push back, you need to know: what stage is this company at? What's their cash position? How aggressive have they been on comp lately? Have they done layoffs in the past 18 months? Are their most recent grants coming in above or below 2022 levels?
That's the read AMMO's company brief pulls together from public sources — SEC filings, WARN notices, funding stage, hiring temperature, recent news. A late-stage company that just raised at flat or down valuation is a very different negotiation than a company that just IPO'd at a premium. You don't push a company in cost-cutting mode for a written refresh floor. You push them for a bigger sign-on. And vice versa.
The counterparty read determines whether refresh language is a real ask or a waste of your leverage.
Move 5: Handle the objections
You will hear these. Have the counter ready.
"Our refresh program is company-wide policy, we don't customize offer letters."
Counter: "I understand you can't change the program. I'm asking for the offer letter to reference the existing policy — so I have documentation of eligibility and target sizing consistent with the program you already run."
That's a softer ask. Not a new refresh policy. Just written confirmation that the existing one applies to you.
"Refresh grants are performance-based, so we can't commit to a specific amount."
Counter: "Understood. I'm not asking for a guaranteed amount — I'm asking for the target range at meets-expectations performance, so I can model my comp trajectory. What does the target refresh look like for someone rated 'meets expectations' in this role and level?"
You're not trying to trap them into a floor. You're trying to get a number on the page.
"Nobody negotiates refresh language, it's not something we do."
Counter: Silence, then a specific ask. "I've done my homework on the market. New-hire grants are 26% below 2022 levels² and refresh grants are down to a fraction of what they were. Given that, refresh language is more important to me than it would've been three years ago. What can we do here?"
The corner man doesn't argue. He restates the ask.
What AMMO does with this
Before your next call, you need five things: your market range, a graded verdict on the current offer, the counter language, the read on the company across the table, and the paper trail from your side.
Score, Intel, War Room, Scout, Case Files. AMMO has all of them. War Room is where refresh negotiation lives — three questions in, out comes a script that covers the counter-objection bank and the counterparty read. Not a template. Specific to your offer, your company, your leverage.
AMMO runs on 1M+ comp data points across 529 role families and 50 metros, refreshed monthly, so the target ranges you're anchoring to reflect the market as of this month — not the 2022 numbers your recruiter is quietly hoping you're still using. Methodology is documented here.
If you're staring at an offer letter with no refresh clause and no idea what to counter, don't guess.
Grade your offer free. Or compare two offers side-by-side if you're holding more than one.
Come to the table loaded.
¹ Sequoia Consulting Group, "Equity Refresh Trends for 2025," April 2025. https://www.sequoia.com/2025/04/equity-refresh-trends-2025/
² Mondo 2026 compensation analysis, cited in Stewart Blake, "Cash vs Equity in 2026: The Negotiation Playbook." https://stewartblake1.substack.com/p/cash-vs-equity-in-2026-the-negotiation