Secondary Sales: A Guide to Understanding the Private Secondary Market

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The secondary market refers to transactions involving the buying and selling of private stocks by investors and employees to external parties.

Introduction: In this article, we delve into the world of private secondary sales, shedding light on what they are, how they work, and the benefits they offer to stakeholders. As an advocate for startup employees, the ESO Fund believes it's crucial to provide insights into this growing market, empowering individuals with knowledge to make informed decisions regarding their equity.

Understanding the Secondary Market

The secondary market refers to transactions involving the buying and selling of private stocks by investors and employees to external parties. Unlike the primary route of acquiring stock through direct investment or employment, the secondary market provides an alternative channel for liquidity.


Finding Buyers and Marketplaces

Marketplaces like Forge, EquityZen, or Zanbato serve as platforms where buyers and sellers converge. These brokerages facilitate transactions, allowing interested parties to list bids or offers, including pricing and volume.


Determining the Right Price

Determining the correct price in the secondary market can be challenging. Unlike public stocks, private stocks lack readily available price data. However, marketplaces often provide pricing data for companies with active buyer and seller engagement. It's important to note that buyers typically aim for lower prices, while sellers seek higher ones, resulting in transactions occurring somewhere in middle of the bid-ask spread.


Using Pricing Data

If your company has pricing data available, you can leverage it to evaluate whether to buy or sell. One significant reference point is the last round preferred price. Secondary transactions often occur at a discount to this price, and understanding its implications in terms of company valuation is crucial in making informed decisions.


ESO Fund's Role in the Secondary Market

ESO Fund plays a unique role in the secondary market as both a buyer and seller. While our primary focus is on stock option exercise funding, our approach closely aligns with a secondary sale. We provide an avenue for partial liquidity beyond exercising your stock options, allowing you to capitalize on your vested equity, but also use the secondary market as an avenue for liquidity for us and our clients.


Differentiating ESO Fund

There are several key differences that set ESO Fund apart from traditional secondary market participants:

  1. Direct Counterparty: As a fund, ESO Fund acts as the direct counterparty in transactions, eliminating the need for a broker.
  2. Partial Purchase: Unlike complete share purchases, ESO Fund typically acquires only a portion of the shares, enabling you to maintain a long position in your stock.
  3. Share Ownership Transfer: ESO transactions do not require the transfer of share ownership, providing a unique advantage for employees seeking liquidity.


The Future of the Secondary Market

While the secondary market is still evolving, it presents an increasingly popular option for pre-IPO liquidity. As startups stay private longer and achieve higher valuations, the secondary market offers employees with significant "on-paper" wealth an opportunity to unlock value and reduce risk.

Conclusion: Private secondary sales offer a pathway to liquidity and value realization for employees holding private stocks. Understanding the nuances of this market empowers individuals to make informed decisions about their equity compensation. At the ESO Fund, we support our clients by providing guidance and insights into the secondary market. If you have opportunities to sell on the secondary market, our ESO Equity Partners are ready to discuss the process and share market insights specific to your company.

As the secondary market matures, it becomes an increasingly more valuable tool for employees navigating the complexities of equity compensation. By staying informed and exploring the potential benefits, individuals can leverage the secondary market to unlock the value of their private company holdings.

For more information and personalized assistance, please contact us below.


This innovative service promotes and enables a healthier relationship between companies and employees. I my opinion it's valuable to employees and great for the overall tech environment and economy. It is good for nobody when employees feel trapped because they can't afford to leave. In less extreme cases exercising can be expensive and somewhat risky and this is simply a good smart hedge and a good square deal. Brilliant!

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