Revolut wants to let Nik Storonsky borrow $250mn against his own shares

Revolut has asked its shareholders to let Nik Storonsky borrow up to $250mn against his stake in the company, five times what the current rules permit. The request went to investors last week as part of a governance exercise the fintech has codenamed Project Shasta.

Storonsky owns roughly 29% of Europe’s most valuable private technology company, which reached a $115bn valuation in an employee secondary share sale last month, according to a person familiar with the matter. That puts the paper value of his holding somewhere around $33bn, none of which is spendable until he sells shares or borrows against them.

Borrowing is the option he has not been able to use at any scale. Revolut’s articles of association currently cap the chief executive’s borrowing against his own shares at $50mn, a limit written when the company was worth a small fraction of what it is worth now.

The mechanism sitting underneath that cap is unusually specific. Any employee holding more than 20% of ordinary shares may pledge a tenth of that holding as security for a loan without board approval, and a further 5% with a majority of directors behind it, and Storonsky is the only person at Revolut who clears the 20% threshold.

The new articles, described in documents reviewed by the Financial Times, would lift the ceiling to $250mn, remove the limits on what proportion of the holding can be pledged, and widen the classes of shares that qualify as collateral. They would also strip out the requirement for board approval on larger pledges.

Revolut said it routinely updates its articles to make sure its “corporate governance and administrative provisions reflect the current scale and valuation of the business”.

The current revision, the company said, covers a range of technical provisions, of which the pledge limit is one, “replacing an outdated threshold with a defined cap”, with any borrowing under it still subject to regulatory requirements.

A person familiar with the changes made the case in blunter terms, calling the old figure a rule “set years ago when Revolut was a fraction of its current size” and describing $250mn as “an exceptionally low borrowing limit” against a stake of that size. The same person said the proposed articles “do not reflect any borrowing that has taken place or any intention to borrow”.

Even the new cap is not a hard one. Storonsky could exceed $250mn with the approval of the board and 75% of shareholders, which is a high bar in most companies and a considerably lower one in a company where he holds close to a third of the equity.

The business underwriting all of this has been growing quickly enough to make the old thresholds look quaint. Revolut, founded in London in 2015, now has 75mn customers, and its 2025 accounts show pre-tax profits up 57% to £1.7bn on revenues of £4.5bn.

The listing is still some way off. Executives have said an IPO will not happen before 2028 and is likely to be in the US, with the company aiming for a $200bn valuation when it arrives.

Storonsky’s own incentive package is pegged to that number. Reaching $200bn would take his stake to about 40%, worth roughly $80bn, and he is separately in talks over a new award tied to a $500bn valuation.

The liquidity question is not academic. Nik Storonsky is being sued by a broker over fees on a €350mn superyacht, a case that has served mainly to illustrate how much of his wealth exists as an entry in a shareholder register rather than as money.

Share-backed lending of this kind is standard practice among founders who do not want to sell, and it is also the mechanism that made several American technology fortunes look fragile when markets turned. A pledge is a bet that the shares will not fall far enough to trigger a margin call.

In Revolut’s case, the collateral is not publicly traded, which cuts both ways: there is no daily price to move against him, and no daily price to reassure a lender either.

Shareholders have not yet voted on the changes, and Revolut has not said when they will. What the company has established, in the meantime, is the going rate for an outdated threshold.