How to Sell Startup Equity Before a Company Goes Public

Ketan Mahajan
Ketan Mahajan

Updated · Sep 8, 2026

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A secondary market for private stock lets venture-backed employees and early investors cash out before an IPO. It gives equity holders a way to monetize shares in companies prior to public exchanges, often at a discount that reflects the illiquidity of the stock.

Insuretech has one of the more active secondary trading communities, and Kin Insurance is a good reference point for why. Kin has raised $50 million at its latest Series E funding round and extensions, and it shows the profile sellers need to attract buyers: heavy VC backing, late-stage demand, and a business that’s grown into a plausible IPO candidate. This guide, updated in August 2026, covers five platforms where shareholders can sell pre-IPO shares.

1. Forge Global

Pricing/fee structure: Forge charge buyers nothing and sellers a 2%-4% transaction fee, depending on deal size and volume history. The standard minimum ticket is $100,000, though Forge’s own SPV funds can run as low as $5,000.

Platform mechanics: Forge runs a broker-assisted bid/ask matching system. Brokers manage the negotiation, right-of-first refusal process, and settlement, which typically closes over 30 to 40 days.

Use cases: Early employees looking to sell equity before an IPO, and shareholders who want 409A context or broad valuation data across the private tech market.

Pros:

  • Forge Global operates on a large scale having processed over $18 billion in lifetime transaction volume.
  • Has data and pricing infrastructure few competitors can match.

Cons:

  • The broker-intervened process is slow.
  • Standard fee sits at the higher end.

Company-specific context: For an employee selling equity in an insurtech like Kin, Forge Global’s large registered investor base translates into real buyer interest. This gives the stock the kind of profile that attracts attention on Forge’s marketplace

Regulatory/compliance: Trades run under Regulation D exemptions. Forge verifies accreditation on both sides and clears ROFR by securing company consent before a trade settles.

2. Hiive

Pricing/fee structure: Hiive discloses commissions on both sides of a trade, typically charging between 2.5% to 5% with lower commissions on larger transactions. The standard minimum is $25,000.

Platform mechanics: Hiive runs a live electronic order book, so bids and offers on directly transferable stock match automatically. For stock with transfer restrictions, Hiive also offers forward contracts, which pass economic exposure before legal ownership changes hands.

Use Cases: Sellers who want to see real-time bids before committing equity, and shareholders offloading stock through Hiive’s platform, which carry no ongoing management fee or carry. Hiive provides updates on its LinkedIn page allowing sellers to see the latest buyer interest available.

Pros:

  • Transparent, visible order book gives buyers actual price discovery instead of a broker’s indicative range.

Cons:

  • Smaller retail trades pay close to the maximum commission rate.

Company-specific context: Hiive is a useful platform to gain investment insights for Kin and to check where the stock is actually trading rather than relying on a single broker’s quote.

Regulatory/compliance terms: SEC accreditation is required. Hiive manages right-of-first-refusal and company approval during the transaction itself rather than clearing up front.

3. EquityZen

Pricing/fee structure: Buyers pay around 2.5% with fees dropping to 2% for investments more than $1 million, and the standard minimum dropped to $5,000, although some offerings still require a minimum of $10,000.

Platform mechanics: Instead of direct share transfers, EquityZen pools buyers into special purpose vehicles. Each SPV handles matching and right-of-first-refusal clearance for the group at once, and ROFR is typically cleared before the deal opens to investors.

Use Cases: Fractional employee liquidity, and rpre-IPO shareholders who want to sell shares without a six-figure minimum.

Pros:

  • ROFR is resolved before sellers finalize the trade.

Cons:

  • SPV layer adds administrative distance between the investor and the company’s actual cap table.

Company-specific context: For a company like Kin, the SPV models let EquityZen help employees sell equity to a wider pool of smaller investors without adding names directly to the cap table. This keeps things simpler for the company while still unlocking cash for sellers.

Regulatory/compliance: The structure complies with Regulation D. Because shares are inside Special Purpose Vehicles, EquityZen manages company consent and ROFR obligations centrally.

4. Nasdaq Private Market

Pricing/fee structure: Nasdaq Private Market uses enterprise pricing negotiated with the issuing company rather than a retail fee schedule. The platform has executed more than $80 billion in transaction volume.

Platform mechanics: Nasdaq Private Market’s core business is company-sponsored tender offers and structured liquidity programs, run through its own settlement system, buybacks, and forward contracts.

Use cases: Best for selling equity during company-backed liquidity events, since Nasdaq Private Market builds the infrastructure HR teams need to manage a broad employee share sale.

Pros:

  • Direct cap table integration and full transparency on regulatory compliance.

Cons:

  • Liquidity only happens when the issuing company approves and structures an event.

Company-specific context: If Kin’s board runs a formal and planned equity sale ahead of a public listing, Nasdaq Private Market is the platform built for employees to cash out in that kind of structured, company-sponsored process.

Regulatory/compliance terms: Strict SEC and accreditation checks apply, and every trade requires company approval. Right of first refusal and insider trading compliance clear automatically as part of the process.

5. Zanbato

Pricing/fee structure: Zanbato runs the ZX platform, with fees negotiated individually for broker-dealers and funds. Access is member-only rather than open to retail investors.

Platform mechanics:ZX is a crossing network connecting bank and broker-dealer trading desks, matching institutional bids and offers with a high degree of anonymity, and supporting forward contracts alongside direct trades.

Use Cases: Large block equity sales and institutional portfolio pre-IPO exits, not individual employee liquidity.

Pros:

  • Strong anonymity for large trades with no information leakage that would signal an exit.

Cons:

  • Closed to the average retail seller as it is focused on business-to-business.

Company-specific context: A venture investor looking to sell a large Kin equity position without tipping off the market would likely route the trade through Zanbato.

Regulatory/compliance terms: Users need qualified institutional buyer status. Trades are structured to satisfy Regulation D while ROFR is handled through the institutional broker-dealer’s own legal process.

Summary Comparison of Secondary Market Platforms

Entity NamePricing & MinimumsKey FeatureBest ForLimitation
Forge Global2%-4% seller fee, $100k standard minimumBroker-assisted matchingPre-IPO equity sharesManual, slower execution
Hiive2.5%-5% standard fee, $25k minimumLive electronic order bookSeller price discoveryFees don’t tier down on smaller trades
EquityZen2.5% fee, $5k minimumSPV (pooled fund model)Low-minimum share salesDistance from direct ownership
Nasdaq Private MarketEnterprise pricing, no fixed minimumCompany-sponsored eventsControlled equity cash-outsRestrictive for individual sellers
ZanbatoBespoke institutional feesBroker-dealer crossing networkAnonymous block sellingInaccessible to retail sellers

Frequently Asked Questions

How to price startup equity when selling on the secondary market?

Share price is typically based on recent primary financing round valuations. Pre-IPO stock on the secondary market will trade at some discount to the company’s 409A valuation give the illiquidity

What is the ROFR when selling startup equity before an IPO?

Once a venture-backed company employee agrees to sell private company shares to another person, the company’s equity agreement often includes a right of first refusal. With ROFR, the company may purchase those shares itself for the same amount agreed to by the third party.

Is being an accredited investor required to sell or buy pre-IPO equity?

Yes, for buyers purchasing pre-IPO stock under SEC Regulation D, an individual income of at least $200k ($300k joint income) or a net worth excluding the primary residence of the investor valued at $1 million is required.

Conclusion

The Problem: Private company shares are illiquid, locking early shareholders out of selling equity before a company goes public.

Conclusion: Secondary platforms solve this by offering specialized models tailored to different deal sizes.

Next Steps:

  • Verify your company equity agreement and ROFR policies.
  • Compare platform minimums and fee schedules for sellers.
  • Select the marketplace aligning with your pre-IPO equity sale goals.
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Ketan Mahajan

Ketan Mahajan

Alongside Digital Marketing and International Business, Ketan Mahajan has creative support professional with a record of increased responsibility. Proficient in prioritizing and completing tasks in a timely manner, yet flexible to multitask when necessary. He is reputed for his ability to leverage his ground-breaking operational capabilities to create client success stories that are widely appreciated and discussed in the research media. He has played a vital role in establishing and growing the research division, delivering exceptional research across BFSI, IT, telecom, retail, manufacturing, and professional services to a client base.

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