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Five things to consider before selling private stock

Key Takeaways

  • Understand your equity. Private company stock is ownership in a business not listed on a public exchange, and these shares can often be sold before an IPO.

  • Explore your options. Shareholders can typically sell through a secondary marketplace, company-sponsored tender offer or direct private sale.

  • Check company policies. Review your employer's transfer restrictions and Right of First Refusal (ROFR) before initiating a sale.

 

If you hold shares in a private company, selling them before an IPO may be possible. Here are the key considerations shareholders should understand before initiating a transaction.

What is private company stock

Private company stock represents equity ownership in a business that is not listed on a public stock exchange. These shares are typically issued to founders, employees and early investors as compensation or in exchange for capital.

Unlike public stocks, private shares don't trade on an open exchange. That makes them inherently less liquid, but it doesn't mean they can't be sold. Under the right conditions, shareholders may be able to convert their private equity into cash well before an IPO.

How to sell private stock

Shareholders generally have a few primary methods for selling private equity. The most common is using a secondary marketplace, where sellers may list their shares and seek to be matched with accredited and institutional buyers. These listings are initiated by sellers when they are seeking potential liquidity opportunities, though a listing does not guarantee a transaction or liquidity event.

Companies sometimes sponsor tender offers or buyback programs, which are typically announced in advance with a defined window for eligible shareholders to sell at a set price. Some shareholders also arrange direct private sales, though this path requires independently finding a qualified buyer and managing complex legal documentation.

Your company's guidelines on selling their shares

Before you start learning how to sell stock, be sure to check company guidelines first. Like all public and private companies, your employer may have specific guidelines around selling company stock. As a private company, your company could require you to hold shares for a certain amount of time before selling them, while other companies don't allow secondary transactions at all.

Some organizations also reserve the ROFR, where they have the option to buy the shares from you or substitute a buyer of their choice instead of the buyer you lined up. If you work with a private market firm, they may be able to tell you if your company has allowed others to sell their shares in their marketplace.

The tax implications of the sale

If you decide to sell stock, you'll also need to take into account the tax liability this transaction could trigger. Depending on your personal tax situation, you may be able to save more on taxes if you're strategic about when to sell employee stock.

Say you exercise your stock options, only to turn around and sell them to another investor within a year. In this case, you'd be liable for ordinary income tax on your gains. But if you held onto these private company shares for at least 12 months, you may pay a lower rate with the long-term capital gain tax.

As with all important financial decisions, though, it's prudent to talk things through with a financial advisor or tax professional before making a decision.

The timing of the transaction

Beyond tax advice, you'll also want to determine whether you'd benefit more from selling private company stock now or from holding onto shares that may increase or decrease in value over time.

Think about why you want to sell your shares in the first place. Do you want to reinvest the cash in reliable public stocks or other high-growth startups? Make a down payment on a new house? Pay off your student loans?

If you are considering a secondary transaction, you may want to conduct your own analysis and take your personal financial circumstances, goals, and risk tolerance into account when evaluating whether selling or continuing to hold your shares may be more appropriate for you.

How Forge can help shareholders sell private company stock with ease

If you list your shares on Forge, our team supports you through the entire transaction. Sellers may be able to leverage Forge's resources and experience to find potential buyers, helping them pursue liquidity.

Forge has built a large and growing network of accredited and institutional investors who are interested in buying private stock. Our experienced team of Private Market Specialists is available to assist throughout the trade lifecycle.

With the Forge trading platform, you can also track the valuation of your company as it raises capital and review other exciting private companies to invest in. Combined with real-time pricing transparency and contextual market insights, shareholders who want to sell can take advantage of a wealth of data as they navigate the process.

Learning how to sell private stock can be easier than ever before. You may begin the process by creating an account to see to see indicative information about the potential value of your shares.

With the Forge trading platform, you can also track the valuation of your company as it raises capital and research other exciting private companies to invest in. Combined with the knowledge and expertise of our Private Market Specialists, this means that an existing shareholder who wants to start selling company shares privately can take advantage of a wealth of insight, as they sell their individual stocks.

With the resources and knowledge available to you through Forge, learning how to sell private stock can be easier than ever before. To begin the process, create a free account on our trading platform today to see how much your shares could be worth.

FAQs

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How long does it take to sell private stock?

The timeline for selling private shares varies depending on the company and the method used. A transaction on a secondary marketplace can take several weeks to a few months, as it requires finding a buyer, agreeing on a price and securing company approval. Company-sponsored tender offers typically have a predefined window of a few weeks.

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Do I need to be an accredited investor to sell my private stock?

No. The accredited investor requirement generally applies to buyers of private equity, not sellers. If you hold vested shares in a private company, you can typically explore selling them regardless of your investor accreditation status.

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How do I find out what my private stock is worth?

Determining the value of private shares can be challenging without a public ticker. Shareholders can look at recent funding rounds or company 409A valuations for a starting point. Private market data tools that track secondary market activity can also provide pricing insights and historical trade data to help you understand current demand for your shares.

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.

To the extent information about or defining specific terms is provided herein, Forge makes no representations as to its accuracy and has no duty to update such information. Such information is based on Forge’s experience and the meanings and connotations of terms as Forge typically uses and interprets them. Others may construe such terms differently, and you should do your own research and consult with financial, legal and tax professionals regarding any such concepts included herein.

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. Past performance Is not indicative of future results.