Nasdaq Private Market helps private companies design and run liquidity programs that provide competitive edge, while keeping you in control of who owns your company.
Liquidity Programs
Transaction Value
Shareholders Supported
Institutional Investors
Why Liquidity Matters
Growing companies face a common set of equity management challenges.
As a private company scales, its equity compensation becomes more complex. Long-tenured employees accumulate meaningful positions. Former employees remain on the cap table. Investors from early rounds want liquidity.
A structured liquidity program allows you to address these challenges proactively, on your own terms and timeline.
Equity compensation only works as a retention tool if employees believe they can eventually access its value. A liquidity program converts that belief into a real, tangible benefit — helping you compete with public companies and private company competitors for top talent.
Secondary programs can open your shareholder base to new pools of institutional capital — growth equity, crossover funds, family offices — while giving you the ability to choose who joins your cap table and on what terms.
Former employees, early investors, and misaligned shareholders can complicate governance and future fundraising. Selectively remove these positions in an orderly, documented way through a company-sponsored liquidity program.
Informal secondary trades happen at most private companies. A centralized program replaces ad-hoc, uncontrolled activity with a structured process that maintains transparency, proper documentation, and regulatory compliance.
Understanding YOUR options
A liquidity program
is a company-sponsored event.
The company establishes key program parameters.
Unlike secondary trades between individuals, a company-sponsored liquidity event is a structured, controlled transaction that the company approves alongside their counsel. The company determines who is eligible to sell, how much they can sell, at what price, and to whom.
Nasdaq Private Market facilitates three types of programs, each suited to different company goals, shareholder compositions, and market conditions.
01
A tender offer is a defined window during which the company and/or third-party buyer(s) make an offer to purchase shares from typically 12+ eligible shareholders, at a set price. Tender offers are the most common structure for broad-based employee liquidity events.
They can be led by the company itself (buying back shares) or by third-party investors (buying shares from employees and other holders) or a combination of the two. In both scenarios the company controls equity and participant eligibility, pricing, and the overall size of the program.
02
In a buy-side auction, the company selects a group of investors and runs a competitive process to determine the market price for its shares. The company sets a floor price, investors submit bids, and a clearing price emerges based on demand. This structure is useful when a company has not had a recent valuation or wants to reflect improved performance since its last financing.
The company maintains control over participation and pricing parameters, including floor and ceiling levels. Auctions are typically structured as Dutch auctions, though NPM supports a range of formats and price-clearing mechanisms. Often, the price established in an auction is used to inform a subsequent tender offer
03
A trading window is an invite-only, centralized marketplace where buyers and sellers can transact over a defined period. Sellers post shares they want to sell, buyers submit interest to purchase, each with their own price and quantity. NPM’s platform then matches orders based on a defined matching process.
These windows can remain open for weeks or months, giving participants flexibility on timing and maximizing overall participation.
funding tender offers
Tender Offers are the most common liquidity programs.
Who provides the capital?
A company-sponsored tender offer is a defined time window during which eligible shareholders can sell shares at a company-approved price. The company determines the offer price and controls participation, as well as who invests.
OPTION 01
The company is / brings the investor
The company either repurchases shares directly from its employees, ex-employees or early investors using cash on its balance sheet or brings a third-party investor (or group of investors) to acquire the shares. These can be existing investors in the company or new investors.
OPTION 02
Nasdaq Private Market introduces a qualified investor
For many tender offers, Nasdaq Private Market introduces the company to a qualified investor.
We work with companies to determine the type of investor they’re looking to bring onto the cap table and tap into our deep institutional investor network to secure the right partner.
A Simple, Guided Experience
For participants:
a simple, guided experience from announcement to cash proceeds and beyond.
Participants access liquidity events through Nasdaq Private Market’s secondary platform. The experience is designed to be intuitive for people who are not finance professionals, with guidance built-in at every step.
Understand eligible shares
Participants receive a welcome email that directs them to the platform, where they can quickly create an account and sign the company’s NDA.
From there, participants move through a clear step-by-step workflow that explains the program, eligibility, and helps them understand options. Interactive pages and prompts provide context, so participants can confidently decide how many shares to tender.
Employee education and engagement
NPM hosts live information sessions throughout the program where we walk participants through the experience in real time.
Town Halls are typically co-hosted by both the company and NPM. NPM’s Company Solutions team, with experience across 1000+ liquidity events, leads the walkthrough and addresses process questions. The company provides timing, logistics, and program-specific context.
Tax and financial advisory support
Cerity Partners is Nasdaq Private Market’s dedicated wealth management partner for liquidity program participants.
Cerity Partners attends town halls to address tax questions specific to your program. Participants may also schedule complimentary one-on-ones with an advisor through NPM’s platform for specialized tax guidance and financial advice. We also provide built-in tax tools to model outcomes.
Program History
Well-known private companies trust Nasdaq Private Market to execute a range of liquidity event program types and sizes, from first-time tender offers to, complex dual-sided trading windows.
Valued ~$20B at time of transaction
$47M pre-IPO tender offer in 2018, allowing employees to sell vested options to crossover investors ahead of the company's direct listing.
Valued ~$12.4B at time of transaction
Leveraged the NPM platform to allow employees and other shareholders to sell up to $700M in equity to various investors in 2020, ahead of its IPO.
Valued ~$1B at time of transaction
$400M sale of preferred shares, common shares, and options via a 2019 tender offer — one of the larger employee liquidity events at that valuation level.
Valued ~$2.9B at time of transaction
$194M buy-side auction providing competitive price discovery for approximately 1,000 shareholders, with multiple investors participating.
Valued ~$12.4B at time of transaction
$550M dual-sided trading window facilitated through NPM's ATS in 2021, giving sellers and buyers flexibility to transact over an extended period with controlled price discovery.
Valued ~$1.5B at time of transaction
$340M dual-sided trading window in 2020, running for approximately six months to allow shareholders to match with investors throughout an extended liquidity period.
The Foundation
When and how
private companies
typically offer liquidity
Nasdaq Private Market has facilitated more than 1000 company-sponsored liquidity programs for companies at various stages of growth, from Seed through late-stage pre-IPO.
Timing
When do companies typically run a program?
Most programs are triggered within a few months of a primary financing round. With pricing established and investor interest at a high, it’s a natural moment to offer secondary liquidity.
Programs are most common in the Series D through late-stage range. But companies are increasingly running liquidity programs earlier. In 2023, ~30% of NPM programs involved Seed-through-Series C companies. By 2025, that figure nearly doubled to ~50%.
Market Dynamics
What drives supply and demand?
Sellers are typically current or former employees, founders, and early investors who hold vested equity. Companies generally allow eligible participants to sell up to 20–25% of their vested holdings in any single program. Most programs are driven by third-party investor interest, growth equity funds, crossover investors, hedge funds, family offices, and private banks. Nasdaq Private Market’s network includes 600+ institutional investors, giving companies access to demand they could not easily source on their own.
Platform Comparison
What to look for when evaluating a secondary liquidity partner
Not all secondary platforms are created equal.
Feature
Nasdaq Private Market
Other Platforms
End-to-end program management (design through settlement)
Varies
All program types: tender offer, auction, trading window, buyback
Limited
Company retains full parameter controls
700+ onboarded institutional investors globally, with extended distribution through investment bank partners
—
Extended distribution via partnership with dedicated secondary investors (e.g. G Squared Capital)
—
AML / KYC verification for all buyers
Varies
STN + STA document generation and management
Varies
Transfer agent coordination and payment processing
—
Tax withholding support
—
Employee education + wealth management partnership
—
Benchmark data from 900+ programs
—
Registered broker-dealer and ATS (NPM Securities, LLC)
Varies
Nasdaq brand, marketing, and Tower Shot access
—
10+ years of private market infrastructure
Varies
Our Approach
What we bring to your program
and why it matters
01
Guidance on program structure, timing, pricing methodology, 409A alignment, participant eligibility, and transaction size — informed by years of designing tender offers, secondary transactions, and liquidity programs.
02
We work directly with your team managing participant eligibility, document generation (STNs, STAs), AML/KYC for investors, transfer agent coordination, and payment processing including tax withholding where applicable.
03
Helping employees make informed decisions. We can connect participants with our wealth management partner, Cerity Partners, for tax guidance and education tailored to their specific security type.
04
Nasdaq Private Market has relationships with 700+ institutional investors — growth equity, hedge funds, secondary funds, family offices, and private banks and more. Rather than your team sourcing investor interest, we have a network.
05
Nasdaq Private Market’s origin revolved around building a tech platform for law firms to facilitate tender offers. NPM, its team, and its processes are familiar to major law firms, built specifically to fit the tender offer legal process.
We’re happy to share comparable benchmarks from 1,000+ programs before you commit to anything.
You SEt the rules
Companies retain control
not retrofitted for it.
A common misconception about secondary liquidity programs is that running one means losing control of who owns your company. In practice, the opposite is true: a well-structured program gives you more control over secondary activity than you would have if trades happened informally and outside your visibility.
Feature
Data & Intelligence by Nasdaq Private Market
Secondary Cadence
Decide whether to run programs quarterly, semi-annually, annually, or on a one-off basis. Many companies establish a regular cadence as part of their equity compensation strategy.
Participant Eligibility
Define exactly which shareholder categories can participate on the sell side — current employees, former employees, founders, angel investors, VC holders — and apply tenure or other criteria.
Asset Eligibility
Specify which security types are eligible for each program: common stock, vested options, RSUs, preferred shares, warrants, or units.
Sellable Limits
Set maximum sell limits as a percentage of vested holdings for each participant category. Typical employee limits are 20–25% per program.
Trade Restrictions
Restrict eligible shareholders from transacting outside of the structured program. This centralises liquidity activity and supports price discipline.
Order Controls
Set bid lot sizes, minimum and maximum notional values, and price bands (floor / ceiling) within which participants can submit orders.
Clearing Mechanism
Define in advance how matching will work — single clearing price, pro-rata allocation, or other mechanisms — and communicate this clearly to participants.
Investor Approval
All buyers must be approved by the company (directly or through Nasdaq Private Market’s vetting process). No investor accesses your cap table without your knowledge and approval.
Cutback Mechanics
If the program is oversubscribed, the company determines how to cut back tendered shares — typically pro-rata, by asset type, by participant type, or a combination.
Getting Started
What companies need to think through
before launching a program.
Every company’s situation is different.
Pricing
Participants receive a welcome email that directs them to the platform, where they can quickly create an account and sign the company’s NDA.
Programs driven by strong investor demand have, in some cases, cleared at a premium to the last round. These outliers tend to emerge in third-party tender offers where multiple investors compete for allocation.
Eligibility
Most programs include current employees and the majority include founders. Ex-employees are included in roughly 40–50% of programs. Investors are included in about 40% of programs.*
In liquidity events like tender offers or auctions, sellable limits are typically set as a percentage of vested holdings commonly 20–25% for employees, with different limits for founders and investors.*
*Date source NPM
Control
Nasdaq Private Market gives companies granular control over and every parameter. Meaning your decision to run a tender offer or other liquidity event does not diminish control.
A company-sponsored liquidity event is an important milestone in the lifecycle of your company. It can help employees realise the value of their equity, and serve as a beneficial tool to a growing company.
What the Data Shows
Benchmark data from 1,000+ company sponsored programs
The figures below reflect median values from third-party tender offers and company repurchases over the last three years.
Median company age at first program*
Median employee count*
Median last primary valuation*
Median program size*
Median subscription rate*
Median total participation rate*
Programs clearing at or near par*
Median time since last primary round*
*Source NPM Data. As of May 2025
TESTIMONIALS
