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A secondary transaction is the purchase or sale of existing private company shares between parties — distinct from primary transactions in which the company issues new shares. Secondary transactions do not generate capital for the company; they provide liquidity for existing shareholders, including employees, early investors, and institutions.

Secondary private market transactions involve the transfer of existing equity — shares already issued by the private company — between buyers and sellers. Unlike primary transactions, the company receives no proceeds. Secondary transactions are used by employees seeking liquidity on equity compensation, early-stage investors monetizing positions, and institutional holders managing portfolio exposure. On the Nasdaq Private Market platform, secondary transactions are structured with verified counterparties, compliance documentation, and settlement infrastructure that satisfies institutional requirements. Secondary market volume for private company shares reached $240B in 2025 (Jefferies), with institutional buyers representing a growing proportion of buyside demand. Transaction types include bilateral block trades, marketplace listings, and company-sponsored tender offer programs.

A tender offer is a structured liquidity event in which a private company invites eligible shareholders to sell some or all of their shares at a predetermined price within a defined window. The company manages the process — setting eligibility, price, and timeline — and NPM sources qualified institutional buyers to participate on the buyside.

Company-sponsored tender offers are the primary mechanism through which private companies manage shareholder liquidity in an organized, compliant way. The company sets the offer price, defines eligible sellers, establishes the participation window, and determines the total transaction size. NPM manages the full process — including investor qualification, seller communication, regulatory coordination, and settlement — on the company’s behalf. Institutional investors participate as buyside buyers, acquiring shares at the companyestablished price. This structure gives institutional buyers access to private company shares with verified pricing, known seller composition, and a structured settlement process. NPM facilitated over $15B in tender offer volume in 2025 across more than 900 companysponsored programs.

A block trade is a large secondary transaction in which a single seller — typically an institutional holder, early investor, or major shareholder — works with NPM to identify qualified institutional buyers for a substantial position. Block trades are typically executed off-platform through a negotiated process and settled through NPM’s infrastructure.

Block trades in the private market involve the transfer of a large equity position — often $5M or more — from a single seller to one or more institutional buyers. Unlike marketplace secondary transactions, block trades are negotiated bilaterally, with NPM building the buyside book from its institutional investor network. NPM identifies and qualifies buyers, manages the negotiation of pricing and terms, coordinates legal documentation, and handles settlement through its patented infrastructure. The discreet nature of block trade execution makes NPM’s institutional network particularly valuable — sellers need confidence that a buyer can be found and that execution will be efficient, while buyers need confidence in the quality and verification of the opportunity.

A single-asset fund is a structured investment vehicle holding shares in one private company. It allows institutional investors to access a specific private company through a fund wrapper — which may be required by certain mandates — rather than holding shares directly. NPM structures these vehicles as broker, co-GP, or sole GP.

Single-asset funds provide institutional investors with a fund structure for concentrated exposure to a single private company. This structure is particularly useful for investment mandates that require a fund wrapper rather than direct equity ownership, or for institutions that want the governance, reporting, and liability protections that a formal fund structure provides. NPM structures single-asset funds in multiple configurations: as a broker facilitating the fund formation, as co-GP alongside the institutional investor’s existing GP, or as sole GP managing the fund independently. The fund holds private company shares and provides investors with standard LP documentation, quarterly reporting, and management through NPM’s institutional team. Single-asset funds can be structured for a range of company types and deal sizes.

A Qualified Institutional Buyer is an entity that meets the ownership and sophistication thresholds defined under SEC Rule 144A — generally institutions managing over $100M in securities. QIB status allows participation in private securities transactions exempt from SEC registration, and is the standard qualification threshold for most NPM institutional transactions.

Rule 144A of the Securities Act of 1933 defines Qualified Institutional Buyers as entities that, in the aggregate, own and invest on a discretionary basis at least $100M in securities of issuers not affiliated with the entity — or, in the case of registered broker-dealers, at least $10M. QIB status is the standard qualification threshold for participation in unregistered private securities transactions, including most secondary market purchases, block trades, and company-sponsored tender offer programs. Institutional investors that meet QIB thresholds can participate in a broader range of transactions and deal structures than accredited investors who do not qualify as QIBs. NPM confirms QIB status as part of its standard institutional onboarding process.

A GP-led secondary is a transaction in which a fund’s general partner restructures or continues an existing fund by offering limited partners the option to sell or roll their positions into a new vehicle. These transactions have grown significantly and represent a major segment of institutional secondary market activity.

GP-led secondary transactions — also called continuation vehicles or GP-led restructurings — allow a fund’s general partner to extend the life of a portfolio or transfer assets to a new vehicle, giving existing limited partners the option to exit or roll their investment forward. These structures have become the fastest-growing segment of the secondary market, with GP-led volume growing 68% in H1 2025. For institutional investors, GP-led secondaries present an opportunity to acquire interests in high-quality assets at defined pricing, often from motivated sellers seeking liquidity. NPM structures and executes GP-led secondaries with institutional precision — managing the full process from term sheet through final settlement — with its patented settlement infrastructure supporting the complex multi-party coordination these transactions require.

NPM works with a broad range of institutional investors including asset managers, hedge funds, family offices, sovereign wealth funds, insurance companies, endowments, foundations, and the private wealth and principal investment desks of major banks. Participants must qualify as QIBs or accredited investors depending on the transaction type. Our network includes Goldman Sachs, Morgan Stanley, Bank of America, BNP Paribas, Citi, UBS, and Wells Fargo, as well as leading independent asset managers and family offices. Eligibility requirements vary by transaction structure — contact NPM’s investor relations team to discuss your institution’s specific situation.

NPM’s deal flow comes from two primary sources: private companies that retain NPM to manage company-sponsored liquidity events, and sellers — including employees, early investors, and institutional holders — who use NPM’s platform to find qualified buyers. Because NPM works directly with private companies and their finance and legal teams, institutional investors receive deal flow with verified cap table data, confirmed seller eligibility, and accurate company context. Most secondary platforms aggregate listings from third-party sources without this direct company relationship, which means investors receive less reliable information and face greater due diligence burden. NPM’s company-direct sourcing model produces higher-quality deal flow — and the track record of over $80B in total transaction volume reflects that quality.

Company-sponsored tender offers managed by NPM typically run on a 3–6 week timeline from program launch to settlement. For institutional buyside participants, the process involves: (1) receiving program details including pricing, timeline, and seller composition; (2) completing any company-specific qualification requirements and confirming QIB status; (3) submitting a participation commitment during the offer window; (4) completing transaction documentation; and (5) funding and settling through NPM’s infrastructure on the program’s closing date. NPM manages all sellerside and process coordination — institutional investors’ primary responsibility is to confirm participation and complete the required documentation within the program timeline.

NPM’s patented settlement infrastructure produces a complete set of post-transaction documentation for every transaction — including beneficial ownership transfer records, settlement confirmations, and a full audit trail of the transaction process. DTCC connectivity supports coordination with institutional custodians. For institutions with specific custodial arrangements, NPM works with the institution’s custody team to accommodate standard settlement processes. All settlement documentation is maintained by NPM and available on request for compliance, audit, and reporting purposes. The infrastructure was designed specifically for the operational requirements of institutional participants — not adapted from public market settlement processes.

Yes. NPM structures single-asset funds and GP-led continuation vehicles specifically for institutional investors whose mandates require a fund wrapper. NPM can act as broker (facilitating the fund formation), co-GP (alongside the institution’s existing GP), or sole GP (managing the fund independently). Fund structures are fully documented with standard LP agreements, quarterly reporting, and management through NPM’s institutional team. The underlying company shares are held within the fund vehicle, and the institutional investor holds an LP interest rather than direct equity. This structure accommodates investment policy requirements that restrict direct ownership of private company shares.