Pre-IPO Liquidity 101: How Investors and Employees Cash Out Startup Equity Before an IPO

The startup timeline has extended by more than 10 years before a public offering is even in sight, and early equity holders aren’t prepared to delay their cash for that long. A select few marketplaces now permit early stockholders to cash out of private companies pre-IPO.

The home-insurance startup Kin, most recently valued at around $2 billion, stands to be an excellent pilot for the performance of the various platforms with a genuine pre-IPO entity. This September 2026 article compares different marketplaces and how investors and employees can cash out equity before an IPO.

1. Forge Global

Accredited investor requirements: Buyers have to comply with SEC accredited investor requirements, which is either income greater than or equal to $200k, or more than $1 million in net worth (excluding the primary residence) as verified by Forge Securities.

409A Valuations and pricing: Forge Global does not provide 409As but provides their own estimate for valuation called Forge Price. This is calculated based on trade data, capital raises and indications of interest.

Tender offers vs direct secondary: You can execute direct shares or fund purchases with Special Purpose Vehicles, but larger block transactions over $5million require a broker-negotiated process.

ROFR and approval process: Any transaction involves ROFR, which could possibly eliminate the trade if the issuer decides against it.

Liquidity events vs ongoing liquidity: Offers continue trading on a share between fundraising rounds apart from SPV tendering or even IPO.

Fees and spread: Average net take rate in 2024 was 2.8%, excluding trade markups and commissions.

Escrow and settlement: Forge Trust, their chartered subsidiary, provides custodial services to hold assets both during and after settlement.

Employee equity basics: Employees must hold vested RSUs or exercised ISOs in order to trade.

Kin insurance fit: Kin Insurance is a good fit for Forge Global’s client base as it is a late stage insurer valued at $2 billion with $600 million in inforce premium.

Regulatory framework: Forge Securities is SEC regulated, and its affiliated broker-dealer is a FINRA member and SIPC insured.

Use cases: Best for institutional buyers.

2. EquityZen

Accredited investor requirements: Requires accredited-investor self-certification before providing access to a listed deal.

409A Valuations and pricing: No 409As are provided but valuation/cap-table information comes with each listed company.

Tender offers vs direct secondary: Primarily SPVs; 2.5% fee up to $1M direct acquisitions and a 2% fee for any trades higher than than.

ROFR and approval steps: Even Special Purpose Vehicle purchases require company approval and a waiver of the right of first refusal to be approved before the shares can move.

Liquidity events vs ongoing liquidity: Offers access to private company shares in ongoing liquidity opportunities rather than specific transaction events but investors are still at the whim of an IPO, acquisition or buyback for cash.

Fees and spreads: One-time 2.5% fee charges to the investment and no carry or AUM on the funds.

Escrow and settlement: Investors commit capital to an SPE LLC until their shares become liquid as part of an IPO after the lockup period and they are moved into a brokerage account.

Employee equity basics: A common way to liquidate vested RSUs for unicorn employees with a track record of enabling liquidity for over 60% of US top 10 tech unicorns.

Kin insurance fit: It typically deals with companies with billion-dollar plus private market valuations in late stages such as insurance companies like Kin.

Regulatory framework: It operates as a registered broker-dealer and is an SEC/FINRA member.

Use cases: The lowest initial investment size from $5,000 to $10,000 and the only company with over 820,000 users.

3. Hiive

Accredited investor requirements: Accredited investor status needs to be confirmed via Hiive Markets Limited before an order book will be opened.

409A Valuations and pricing: The marketplace does not provide 409As, instead it has an hourly pricing feed and generates its Hiive50 index across thousands of companies listed on its platform.

Tender offers vs direct secondary: Instead of using SPVS, the platform has a live order book that facilitates direct purchases and sales where users buy actual shares.

ROFR and approval steps: All shares still require buy-side approval from the company; Hiive data has indicated an ROFR exercise rate of 18%.

Liquidity events vs ongoing liquidity: The platform provides continuous discovery between rounds and highlights research such as its own liquidity analysis on another late-stage comparison company, on where to take the companies’ valuations.

Fees and spreads: Commissions are up to 4.85% and 5.75% on the buy/sell side, before dropping at certain volumes and caps. There are no management fees on many of the Hiive Funds.

Escrow and settlement: Trade occurs through an internally FINRA/SIPC registered brokerage and not a separated subsidiary trust entity.

Employee equity basics: Listed employees sell their fully vested equity at anonymous bids with no price floors; the trade workflow allows company approval in it to prevent unwanted selling activity.

Kin insurance fit: Kin fits well here as the company announced an over-subscribed $50 million series E round in 2025, at a $2 billion valuation. Hiive also has its own liquidity thesis on Kin.

Regulatory framework: A FINRA/SIPC member and an exempt market dealer with registrations in 5 Canadian provinces. Hiive provides regular regulatory updates on its LinkedIn page.

Use cases: The trading minimum is $25,000 for 2,000+ listed stocks.

4. Nasdaq Private Market

Accredited investor requirements: Applies the standard SEC gate to its secondary marketplace but allows companies to determine eligibility for tender offers.

409A Valuations and pricing: Doesn’t produce 409A valuations itself but allows for inclusion of 409A values, secondaries and primary rounds into one data feed via its product Tape D.

Tender offers vs direct secondary: Primarily uses its ability to run company-sponsored tenders, auctions and block trades, and does not feature an open trading book.

ROFR and approval steps: All of its programs come pre-built, with board approval taking place upfront, as NPM functions as an agent for the company, and not a single individual seller.

Liquidity events vs ongoing liquidity: In 2025 the company handled $15 billion of liquidity via tender offers, up from just $3 billion in 2023.

Fees and spreads: Deals cannot be easily compared as there are no static fees and spreads are agreed upon between company and NPM for each particular program.

Escrow and settlement: The platform has processed $500 million in company approved equity transfers via its Transfer and Settlement product.

Employee equity basics: Recently conducted its first direct employee tender offer with its own stock in 2026, using the same models now being offered to clients.

Kin insurance fit: A large cap insurtech with a multibillion dollar market cap, Kin will look to follow a similar trajectory as past clients such as Coinbase and Datadog.

Regulatory framework: A standalone company backed by some of the financial world’s leading names such as Nasdaq, Citi and Morgan Stanley.

Use cases: Well suited to all boards requiring official liquidity events for their employee stock and option holders. Those individuals without an ongoing employee stock plan are more limited when trying to access NPM.

5. Carta

Accredited investor requirements: The cap-table product will not restrict purchases based on accreditation; that condition only applies if the company uses Carta to conduct a liquidity window.

409A Valuations and pricing: The main product will offer over 16,000 valuations per year, often on a bundled subscription basis alongside its cap-table product.

Tender offers vs direct secondary: Primarily offers company-run tender offers wrapped into the cap table, as opposed to an open market for isolated sellers.

ROFR and approval steps: Integrates ROFR notices and waivers within the cap-table.

Liquidity events vs ongoing liquidity: Designed around managing defined liquidity events, rather than ongoing secondary trading in between those events.

Fees and spreads: For 409A’s, expect valuations in the $1,500 to $5,000 range or more, depending on the complexity of the transaction.

Escrow and settlement: Facilitates the transfer paperwork and bookkeeping in the cap-table software, not by operating as a broker-dealer, or a cash custodian.

Employee equity basics: With more than 40,00 companies already using Carta for managing ISOs, RSUs and vesting, this is a strong source of demand for its 409A offering.

Kin insurance fit: A company in Kin Insurance’s position would typically require Carta-like cap table management and 409A valuations well before considering any sort of secondary-trading conversation.

Regulatory framework: 409A valuations need to align with IRS safe-harbor requirements.

Use cases: Best fit for companies looking for administrative solutions related to equity, not a platform for employees seeking a buyer.

Comparison at a Glance

Platform

Pricing

Key Feature

Best For

Limitation

Forge Global

2.8% net take rate

Forge Price data feed

Institutional buyers, large blocks

Had previous losses

EquityZen

2.5% one-time fee

$5k to $10k minimums

Retail-scale accredited investors

Two to five year lock ups are common

Hiive

Up to 4.85%/5.75% buyer/seller fee

Live order book, Hiive50 index

Direct share trading, price discovery

Commissions are on the higher end

Nasdaq Private Market

Negotiated per program

Structured tender offers

Company-sponsored liquidity programs

Limited access for lone sellers

Carta

$1,500 to $5,000 per 409A

Cap table + 409A bundle

Equity administration and compliance

Not a trading marketplace

Frequently Asked Questions

What are the ways that employees gain liquidity before going public?

Company tender offer, direct sale on Hiive/Forge Global, special purpose vehicle purchase through EquityZen. This is always conditional and subject to the right of first refusal approval.

What is a 409A Valuation and how does it impact my share price?

An external assessment of common stock’s fair value as defined by the IRS, it is crucial for employee options and sometimes used as a benchmark in secondary sales.

Can pre-IPO shares be sold without company consent?

Bylaws typically contain a right of first refusal, granting the company the opportunity to buy back the stock at an equivalent third party value.

Conclusion

The problem: Delayed IPOs leave employees and early investors locked out of cash for over a decade.

Key takeaways: Secondary platforms solve liquidity gaps with distinct models: Forge Global and EquityZen target institutional and retail buyers, Hiive offers live order books, while NPM and Carta specialize in company-sponsored tenders.

Next steps:

  1. Verify your vested equity and check your company’s legal ROFR guidelines.
  2. Choose a marketplace aligned with your trade volume.
  3. Consult a tax professional regarding 409A valuations before executing a sale.