Employee Shareholders on Nasdaq Private Market

Every private stock sale requires formal company sign-off. The company reviews the buyer, price, and terms, exercises its right of first refusal if it chooses, and updates the cap table. NPM’s patented settlement workflow coordinates approvals on your behalf.

Private company shares carry transfer restrictions. Before a secondary sale can close, the company must formally approve the transaction, reviewing the proposed buyer, price, and terms against its own policies. Company approval typically covers three gates: right of first refusal review (the company’s option to buy the shares at the proposed price), board or officer consent, and verification that the transaction falls outside any active holding period. NPM’s patented settlement workflow coordinates approvals with your company’s legal and finance teams so you don’t navigate the process alone.

Private stock value reflects the last funding round price, observed secondary trade comparables, and market conditions. Nasdaq Private Market embeds trade-level pricing data, 409A valuations, and mutual fund marks so sellers and buyers share reference points.

Private company shares don’t trade on a public exchange, so valuation relies on reference points rather than a live ticker. Two common methods are last funding round pricing, using the most recent preferred series price with an applicable common stock discount, and precedent transactions analysis, which examines prior secondary sales in the same company or comparable companies. Secondary market trading data provides a reference for day-of pricing. Nasdaq Private Market embeds trade-level pricing data, 409A valuations, mutual fund marks, and financing history in the platform, so sellers and buyers have the same reference points when negotiating.

Sellers connect with buyers multiple ways: posting a standing sell offer, matching an existing buy order at the posted price, or joining a company-sponsored tender offer. Buyers on Nasdaq Private Market must be, at minimum, accredited investors.

Matching is how a sell offer becomes a transaction. On Nasdaq Private Market there are three common paths: post a standing sell offer and let buyers respond, match with an existing buy order from an investor, or participate in a company-sponsored tender offer where all sellers transact at a single cleared price, with the company typically acting as the buyer. Buyers on the platform include individual accredited investors, family offices, crossover funds, VCs, hedge funds, banks, and brokers.

Selling private stock can trigger AMT on ISOs, capital gains, ordinary income on RSUs, or reduced tax under QSBS Section 1202. Equity type, holding period, and state of residence all affect the outcome, making advance tax planning valuable.

Private stock sales have more tax variables than public stock sales. Your equity type (ISO, NSO, RSU, common stock), holding period, exercise history, and state of residence all affect the tax outcome. QSBS under Section 1202 may reduce federal tax on qualifying shares held over five years. Nasdaq Private Market does not provide tax advice. Work with an advisor who understands equity compensation. Many sellers coordinate the timing and size of their sale with a qualified tax advisor to manage AMT exposure, preserve ISO treatment, or meet QSBS holding period requirements.

Bylaws and shareholder agreements limit how private shares can be sold. Common restrictions include right of first refusal, board consent, blackout periods, and other buyer rules.

Private companies commonly impose transfer restrictions on shares.. Common restrictions include right of first refusal (ROFR), co-sale rights, board consent requirements, transfer windows or blackout periods, and restrictions on the types of buyers. Transfer restrictions are standard governance tools that protect the cap table and keep the company in control of its ownership. Selling through Nasdaq Private Market means these restrictions are incorporated into the workflow rather than addressed separately in each transaction.

A company-sponsored liquidity event where eligible shareholders sell vested shares at a single cleared price.

A tender offer is a company-sponsored liquidity event where eligible shareholders are invited to sell a defined portion of vested shares at a single cleared price during a set window. The company sets the terms, runs the invitation and election periods, and typically acts as the buyer. Tender offers give employees a structured path to liquidity with full company approval built in.

Yes, in many late-stage private companies you can sell vested private company stock before an IPO through secondary market transactions. Nasdaq Private Market facilitates pre-IPO share sales through marketplace transactions and company-sponsored liquidity programs. Eligibility depends on your equity vesting status, the company’s transfer policies, and whether your company has engaged NPM for secondary liquidity. Companies retain approval rights through ROFR provisions and board consent requirements, secondary sales generally occur in coordination with company approval processes.

The minimum is $25,000 in share value. In marketplace transactions on Nasdaq Private Market, standing offers typically start at a $25,000 floor, though the specific threshold depends on share price, buyer demand, and company policy. In company-sponsored tender offers and liquidity programs, the sponsoring company defines participation minimums and maximums; some programs allow sales starting at a few thousand dollars of stock, while others set higher floors. Our employee shareholder team reviews your specific situation and tells you what’s possible for your company and equity type before you post an offer. The minimum investment size for buyers on Nasdaq Private Market follows similar tiering based on the transaction structure.

On Nasdaq Private Market, you can post an offer to sell your vested stock options and exercise them after finding a buyer. There are two methods to exercise options: cashless exercise and cash exercise. Once a buyer is matched and the transaction is approved, you exercise the options, the shares convert from an option grant to actual stock, and the sale settles. Sale proceeds may be used to cover the strike price, taxes, and transaction-related costs, with any remaining net proceeds distributed to the seller.

Cashless exercise lets you exercise vested stock options without paying the exercise cost out of pocket. A cashless exercise lets you skip the upfront cost. On Nasdaq Private Market, you post an offer to sell your vested options, and once a buyer is matched and the transaction receives any required approvals, sale proceeds may be used to cover the strike price, taxes, and transaction-related costs, with any remaining net proceeds distributed to the seller. Cashless exercise is common for employees who want liquidity without committing additional capital or taking on the risk of exercising and holding illiquid shares but it is subject to company policy.

A cash exercise means paying the strike price and any applicable taxes upfront to convert options into actual shares, which you then hold or sell separately. This requires capital on hand and, for ISOs, can trigger AMT liability on the bargain element, but it starts the long-term capital gains holding clock earlier.

A tender offer is a company-sponsored liquidity event where eligible shareholders are invited to sell a defined portion of their vested equity at a single cleared price during a set window. Typically, the company sets the terms, often including the price per share, the maximum number of shares each shareholder can sell, eligibility criteria (such as tenure, employment status, and equity type), and the election period during which participants can decide formally commit. The company may act as the buyer, providing employees a structured way to convert vested equity into cash without waiting for an IPO or acquisition. Tender offers may run on a recurring cadence, often annually or semi-annually, or may be a one time event. They are a way for late-stage private companies to deliver predictable, periodic liquidity to their employee shareholders.

Prices on Nasdaq Private Market are ultimately negotiated between the buyer and seller, pending company approval. Nasdaq Private Market supports price discovery by embedding trade-level pricing data, 409A valuations, mutual fund marks, and financing history directly in the platform, so both sides can reference the most recent funding round price, an applicable common-to-preferred stock discount, and observed secondary trade comparables when negotiating. In a company-sponsored liquidity program, the price per share is set by the company as a single cleared price that applies to all participating shareholders.

Tax treatment depends on your equity type, holding period, and state of residence. For ISOs held long enough to qualify (two years from grant, one year from exercise), sale gains receive long-term capital gains treatment. Disqualifying ISO dispositions create a split tax picture with ordinary income on the bargain element and capital gains on additional appreciation. NSOs generally result in ordinary income at exercise and capital gains on post-exercise appreciation based on holding period. RSUs generally result in ordinary income at settlement and capital gains on subsequent appreciation. Qualified Small Business Stock (QSBS) under IRC Section 1202 may exempt up to $10 million or 10x basis for qualifying shares held over five years. State taxes apply based on sourcing rules. Nasdaq Private Market does not provide tax advice. Consult a qualified tax advisor for your specific situation.

Yes. Former employees with vested shares can often sell through Nasdaq Private Market. Marketplace transactions are available where permitted by company transfer policies. Former employees facing post-termination exercise (PTE) deadlines sometimes combine exercise and secondary sale to fund the transaction. Our team reviews your specific situation, including equity type, departure date, and company transfer rules, to identify viable pathways. Participation in company-sponsored tender offers depends on invitation eligibility; some companies include former employees, while others limit participation to current staff.

Yes. Secondary transactions in private company stock require company involvement through ROFR (Right of First Refusal) review, board consent may be applicable, and cap table updates. The company participates in the transaction as a legal and operational matter. Nasdaq Private Market coordinates directly with your company’s legal and finance teams through designated contacts, and transaction information is shared on a need-to-know basis. This is a standard part of private company secondary liquidity.

A right of first refusal (ROFR) gives a company the option to buy shares being sold by an existing shareholder at the same price and terms a third-party buyer has offered. ROFR is a standard provision in most private company stock purchase agreements. The company receives formal notice of the proposed transaction and has a defined window (typically 30 days) to decide whether to purchase the shares at that price. If the company declines or lets the ROFR window expire, the sale proceeds with the original buyer. ROFR does not block secondary sales; it gives the company the first opportunity to participate. Nasdaq Private Market manages ROFR notice and waiver processes as part of the transaction workflow.

Transaction timelines vary by structure. Marketplace transactions on Nasdaq Private Market typically close in 30 to 90 days, depending on buyer matching speed, ROFR processes, and documentation timelines. With Nasdaq Private Market, the time from signature to settlement is reduced by 12 days on average compared to traditional manual processes, thanks to our patented transfer and settlement technology. Company-led tender offers typically run 20 business days from invitation to settlement, including invitation, pricing, election, and settlement phases. Recurring liquidity programs follow company-defined cadences, often quarterly or semi-annually, with each window running 2 to 4 weeks. First-time sellers should expect 1 to 2 additional weeks for documentation preparation and accredited investor verification. Transactions involving complex equity histories (multi-tranche exercises, earlyexercised options, spousal consents) can extend these timelines.

Alternative Minimum Tax is a parallel federal tax calculation that can apply when you exercise incentive stock options and hold the resulting shares past year-end. The “bargain element,” meaning the spread between your exercise price and the 409A fair market value at exercise, is an AMT preference item. If AMT applies, you pay tax on the bargain element in the year of exercise, even though you haven’t sold the shares. AMT liability can be substantial for high value option exercises and often requires careful cash planning. Some employees fund AMT by selling a portion of their shares in a secondary transaction. Disqualifying dispositions (selling in the same calendar year as exercise) eliminate AMT but forfeit ISO long-term capital gains treatment. Nasdaq Private Market does not provide tax advice. Consult a qualified tax advisor for your specific situation.

Sellers on Nasdaq Private Market pay a low and competitive fee to transact. Our fee structure is transparent and disclosed upfront, designed to reduce transaction costs relative to certain traditional private market brokerage arrangements. Sellers may also be subject to issuer transfer or administrative fees if a transfer is approved.

In company-sponsored tender offers and liquidity programs, the sponsoring company typically covers platform fees, meaning employee sellers receive the gross transaction price less any required tax withholding. In marketplace transactions on Nasdaq Private Market transaction fees may apply to buyer, seller, or both, and are disclosed before execution.

Qualified Small Business Stock (QSBS) refers to a federal tax provision under IRC Section 1202 that may allow eligible shareholders to exclude some or all qualifying federal capital gains from the sale of certain startup or private company stock, subject to applicable limits and requirements. Eligibility generally depends on factors including how and when the shares were acquired, the holding period, the company’s legal structure and business activities, and other statutory requirements.

In many cases, shareholders must hold qualifying shares for more than five years to receive the maximum available exclusion treatment, although partial exclusion treatment may apply in certain situations under applicable law. State tax treatment varies, and some states do not conform fully to federal QSBS rules. Nasdaq Private Market does not provide tax advice. Consult a qualified tax advisor regarding your specific situation.

A Restricted Stock Unit (RSU) is a form of equity compensation granted by a company that converts into actual shares upon vesting. RSUs are a promise to deliver shares in the future once certain conditions are met. In private companies, RSUs may use double-trigger vesting, meaning two conditions must be satisfied before the RSU settles into shares: a time-based vesting condition (commonly a 4-year vest with a 1-year cliff) and a liquidity event condition (IPO, acquisition, or similar). Until both triggers fire, private company RSUs don’t settle and employees don’t yet own shares. Once settled, RSUs generate ordinary income tax on the fair market value of the shares at settlement. Subsequent gains are taxed as capital gains based on holding period.

Nasdaq Private Market’s broker dealer subsidiary, NPM Securities, LLC (Member FINRA/SIPC), operates an SEC-registered alternative trading system for secondary transactions in private company shares. The company has received investment from financial institutions and strategic investors, including Nasdaq, Citi, Goldman Sachs, Morgan Stanley, and SVB Capital, and operates as core infrastructure for the private company secondary market, including tender offers and liquidity programs. Nasdaq Private Market has facilitated hundreds of company-sponsored liquidity programs and over $100 billion in secondary transaction value as of May 2026. Transaction activity statistics are based on cumulative platform activity and may change over time.

The bid-ask spread is the difference between the highest price a buyer is willing to pay (the bid) and the lowest price a seller is willing to accept (the ask). In private company shares, spreads can be wider than in public markets because of limited financial disclosure, lower transaction frequency, and liquidity risk. Sellers sometimes carry an inflated perception of share value based on internal metrics or brand strength, while buyers factor in illiquidity and potential future dilution. Nasdaq Private Market embeds trade-level pricing data and 409A references in the platform so both sides have the same facts when narrowing the spread.

Nasdaq Private Market connects sellers with a global network of active, accredited investors, family offices, crossover funds, VCs, hedge funds, banks, and brokers vetted through NPM processes. When you post a sell indication on Nasdaq Private Market, it becomes visible to this network and your share listing can be matched with existing buy orders or attract new bids. Our capital markets specialists also facilitate direct introductions between sellers and interested buyers when relevant. The platform manages the entire lifecycle, from posting to matching to settlement and funds transfer.

A stock transfer notice is the initial document signed by both buyer and seller that details a proposed secondary transaction, including quantity, share price, share class, stock certificate identification, and contact information for all parties. Once signed, the STN is sent to the issuing company’s stock administrator, as part of the company approval process. The STN is the first formal step in the transfer and settlement workflow on Nasdaq Private Market.

A stock transfer agreement is the binding document signed by the buyer, seller, and issuing company that formally completes the transfer of private company shares after ROFR has been resolved. Once the STA is executed, a payment agent facilitates the wire transfer of funds to the seller and the transfer of electronic share certificates to the buyer, and the issuer updates its cap table to reflect the new ownership. Nasdaq Private Market’s patented transfer and settlement platform manages this end-to-end workflow.

After a buyer and seller match on price and quantity, both parties sign a stock transfer notice (STN) detailing the transaction. The STN is sent to the issuing company to initiate the ROFR review process. If ROFR is waived, a stock transfer agreement (STA) is drafted and signed by buyer, seller, and issuer. A payment agent then facilitates the wire transfer of funds to the seller and the transfer of electronic share certificates to the buyer, and the issuer updates its cap table to reflect the new ownership. Nasdaq Private Market’s patented transfer and settlement platform manages this entire workflow, reducing time from signature to settlement by 12 days on average compared to traditional manual processes.

Private companies are staying private longer, and employees often hold a significant portion of their net worth in company equity for years without access to liquidity. Common reasons employees sell pre-IPO shares include covering stock option exercise costs and AMT liability, diversifying a concentrated equity position, funding major life expenses (home purchases, education, healthcare), and rebalancing a broader investment portfolio. Selling a portion of vested shares through secondary market transactions may provide liquidity before a broader company liquidity event.

Public company stock is listed on an exchange like Nasdaq or NYSE, trades continuously during market hours, and has standardized pricing, broad financial disclosure, and deep liquidity. Private company stock is not listed on a public exchange; it trades through negotiated secondary transactions, has limited financial disclosure, carries transfer restrictions set by the company, and is generally illiquid. Selling private stock involves valuation methods (last funding round, secondary comparables) rather than a live market price, and requires company approval through processes like ROFR.