Private Company Stock: What it is, how it works and why it’s used

A quick guide to private company stock

Most people are generally familiar with what stocks are, but often that applies to shares of publicly traded companies. However, that’s not the only type of stock that exists. Private companies, which are simply those that are not publicly traded, also can have stock.

In this brief guide, we’ll take a closer look at what private company stock is, how it works and why it’s used.

What is private company stock?

Private company stock means equity (i.e., an ownership stake) in a privately held company. This differs from public company stock, which is stock publicly traded on a secondary market, like the New York Stock Exchange.

Generally, anyone can freely buy or sell public company stock, whereas private company stock can be harder to come by and to transact in. Think of the difference between investing in a publicly traded company like Amazon vs. a brand-new startup.

For the public stock, you could open a brokerage app and become a shareholder in a few seconds. But to obtain the private shares in the startup, you might have to take steps like persuading the owner to sell some of their equity, participating in a fundraising round, or buying employee shares through a secondary marketplace like Forge.

The latter often offers the most direct route for individuals to trade private stock, but the process can still be more complex than with public stock, and private stock buyers typically need to be accredited investors.

How does private company stock work?

Generally, securities sold in the U.S. need to be registered with the Securities and Exchange Commission (SEC), but private companies can often engage in what’s known as private placements and follow Regulation D to be exempt from registration. So, a founder might initially own 100% of a startup, but to raise capital, they might sell private shares to other investors, like venture capital (VC) or private equity funds, via a private placement.

Private companies can also issue private stock to employees, often in the form of employee stock options. In that case, employees aren’t shareholders right away but have the option to purchase shares down the road at a set price. An employee might be able to exercise stock options at a relatively low price and then perhaps sell the stock if it increases in value, either pre- or post-IPO. If an employee sells stock pre-IPO, they would be selling private stock, such as to another individual who’s an accredited investor and wants to gain access to private markets. If the employee held the stock until after an IPO, then it would become public stock.

Why is private stock used?

Issuing private company stock can be a good way for privately held companies to raise money without going into debt. Giving employees stock or stock options can also be a good recruitment and retention tool. A startup might not be able to match the salary of a larger company, but the stock could have more potential upside, thereby enticing employees.

Meanwhile, investors in private company stock might like the idea of trying to buy in early, before a company becomes public. Or, they might want diversification from public stock holdings, as private stock might not be exposed to the same headwinds, like pressure from quarterly earnings seasons.

Key Takeaways

Private stock can be a fairly simple concept, but there are some important details to note. Take a look at these key takeaways for further clarity:

How do private company stock options differ from private company stock?

When private companies issue stock options, they’re giving employees the right but not an obligation to purchase securities later on at a predetermined price. So, if the stock price rises, an employee might be able to exercise the options by buying the private stock at a lower price than its current valuation and then selling it for a profit. Private company stock means the actual private shares, rather than the option to buy the shares.

How do you value stock in a private company?

Valuing stock in a private company isn’t always as easy as it is with public companies that are more transparent. However, there are several ways to value private stock, such as by looking at valuations from recent funding rounds. Some databases also estimate private stock value.

About the Author

Jake Safane specializes in financial reporting and is a former thought leadership editor for The Economist with articles appearing in Business Insider and The Washington Post among other media outlets.

Please Read These Important Legal Notices & Disclosures

The information and material presented in this article is provided for your informational purposes only and does not constitute an offer by Forge Global, Inc., Forge Securities LLC or any of its affiliates (collectively, "Forge") to sell, or a solicitation of an offer to buy any securities and may not be used or relied upon in connection with any offer or sale of securities. An offer or solicitation can be made only through the delivery of final offering document(s) and purchase agreement and will be subject to the terms and conditions and risks delivered in such documents.

This article does not constitute an offer to provide investment advice or service. Registered representatives of Forge Securities LLC do not (1) advise any member on the merits or prudence of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services. Securities referenced in this article may be offered by Forge Securities LLC, member FINRA/SIPC.

Forge Securities LLC is a wholly owned subsidiary of Forge Global, Inc. Certain affiliates may act as principals in such transactions. Forge Data LLC is an affiliate of Forge Global, Inc. and Forge Securities LLC.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative, involving a high degree of risk, and investors should be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks and investors should conduct their own, independent due diligence regarding the investment, including obtaining additional information about the company, opinions, financial projections and legal or investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.