Make the Most of Your Tender Opportunity

Tender Offer Info Guide

Selling Shares

in a Tender Offer

Company-sponsored tender offers are a great benefit, but without the right information, you may not be able to take full advantage. Learn more about selling shares in a tender offer here.

Things to Do:

Understand Offer Structure

Identify the key dates, price and how the tender offer works

Verify Eligibility

Confirm you can participate and how many shares you can sell

Review Documents

Read all legal and financial materials during the 20-day window

Things to Plan:

Evaluate Personal Needs

Decide if selling aligns with your financial goals and risk profile

Plan for Taxes

Understand potential tax outcomes and build your strategy

Plan for Your Future

Decide how to invest proceeds and prepare for your next opportunity

Learn More about

Company-Led Tender Offers

The Benefits of Company-Led Tenders for Employees, Issuers, and Investors

Understanding Eligibility: Who Can Sell in a Tender, and How Much?

TYPES OF EQUITY

Digging into the Details

If you’re eligible and planning to sell as part of your company’s tender, be sure to consider how different types of equity (like options, RSAs or RSUs) are treated and what the tax implications might be. This will give you a clearer picture of what you’ll actually take home. If you have questions, these articles and our partners are here to get you the answers you need.

Use Cases

Taxes

What’s Left after Selling

Understanding Tax When Selling Private Stock & Options

Understanding how your equity is taxed, whether it’s ISOs, NSOs, RSUs, or common stock, is key to making smart decisions during a tender offer. It’s not just about what you’ll owe from selling shares—there may be broader tax considerations that affect your full financial picture.

Shareholders

If participating in a tender you can calculate your estimated tax liability based on your specific holdings within different scenarios and get clarity on state and federal taxes that may apply to you. If it feels overwhelming, you’re not alone. NPM offers tools and trusted partners to help you get clarity on your equity and beyond, so you can plan with confidence.

Making the Most of Your Assets

You’re here because you care about building lasting financial security for yourself and your family—and that’s a powerful first step. Investing is a key part of reaching that goal, and with the right guidance, you can do it thoughtfully and confidently.


You’ve Got Proceeds From A Tender – Now What?

Is a Financial Advisor Right for You How to Decide and What to Ask

How we think

Make a Plan

with a Wealth Expert

With the right advisor by your side, you can put a personalized plan in place that aligns your equity, goals, and timeline—so you’re not just investing, you’re investing with purpose.

01

Keep taxes predictable with proactive planning.

02

Turn long-term goals into an actionable plan.

03

Get advice on timing your sale to align with your goals.

04

Explore ways to manage your wealth so it has potential to grow.

Trusted by Hundreds of Sellers

FAQ

Still Have Questions?

We’ve Got Answers.

What is a private company tender offer?

A private company tender offer is a formal process where the company, an existing investor, or an outside investor offers to purchase shares from current shareholders at a set price during a defined time window (at least 20 business days). It provides an opportunity for shareholders to sell shares and access liquidity before an IPO or acquisition.

How does the tender offer process work?

The typical process includes:

Announcement – Eligible participants will receive a notification with details of the offer such as buyer, price, and timing.

Offering Live – 20 business day window where eligible participants can elect which holdings they want to sell.

Expiration – The deadline for eligible participants to submit their election to sell shares.

Settlement – Proceeds are distributed, final transaction statements are provided to participants and company ownership records are formally updated.

What are the tax implications of participating?

Taxes depend on the type of equity, cost basis, and holding period. Proceeds can be taxed as ordinary income or capital gains. Founders may qualify for tax benefits like Qualified Small Business Stock (QSBS). Employees often face higher ordinary income taxes if exercising options and selling in the same transaction. NPM can connect you with a fiduciary financial advisor to provide individualized tax guidance.

Who can participate in a tender offer?

Participation may include shareholders of the company such as employees, former employees, founders, or investors. The company will specify eligibility criteria in the tender offer documents.

How should employees decide whether to participate?

The decision to sell is a personal one and completely up to the individual. You may sell some, all, or none of your eligible shares. Employees may choose to participate to diversify their holdings, fund major life goals, or lock in gains. The decision could balance personal financial needs with the potential for future company growth.

Why is a financial advisor important in a tender offer?

An advisor can help evaluate the offer, project after-tax proceeds, compare the benefits of selling now versus holding, and plan how to allocate the proceeds effectively. An advisor may help with future tenders or other liquidity events, such as an IPO in the event the company moves ahead with such a transaction.