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My company’s IPO got delayed. What now?

Key Takeaways

  • In some cases, employees looking to sell their private company stock can access the secondary market without waiting for an IPO or other exit event.

  • Understanding transfer restrictions, share valuation and tax implications is essential before selling private shares.

The IPO window has opened, but uncertainty still persists  

IPO timelines are notoriously unpredictable. Market conditions, geopolitical uncertainty and shifting investor sentiment can all push a company's public offering off course, sometimes by months or even years.

If you're an employee with stock options in a private company that had plans to go public that have since been derailed, a delayed IPO doesn't have to mean delayed liquidity. It's still possible to sell your pre-IPO shares. Keep reading to find out how Forge can help you navigate the process of selling your private company stock on the private market.

Build a private market strategy with Forge 

The private market is playing an increasingly prominent role in the global financial system as companies stay private for longer, leading to demand for private company shares from a wide range of investors. This shift has led some employees to explore secondary market transactions as one potential path to liquidity.

That said, trading in the private market is more complicated than selling stock on a public exchange. Potential sellers face federal regulations that limit how shares can be sold, company  selling restrictions and the fact that valuations and pricing are determined with less transparent methodology than publicly traded stocks. The combination of these factors presents unique challenges for anyone who wishes to sell on the secondary market.

With its end-to-end support, market insights and access to a broad network of qualified buyers, Forge helps shareholders navigate the private market with greater clarity, confidence and ease.

As a seller, what can I expect from the current market?

A growing number of employees are looking to the private market as a way to unlock the value in their stock option. While private stock prices aren't immune from the impact of broader public market movements, they tend to be less sensitive to short-term volatility than newly public companies.  

Can you sell private company stock?

Yes. Private company shareholders can sell their equity, though the process is subject to share availability and transfer restrictions. Unlike public stocks that trade freely on an exchange, private shares typically require company approval before they can change hands.

The most common restriction is a Right of First Refusal (ROFR), which gives the company the option to purchase shares before an outside buyer does. Other limitations may include lock-up periods, blackout windows and contractual clauses in your equity agreement. Reviewing these terms early can help avoid surprises later in the process.

The selling process on Forge 

The process of selling shares on Forge generally involves a series of steps: 

1. Create a Forge account. 

The first step in the process is to create a Forge account

2. Submit sell interest.   

After opening their account and completing an initial consultation, sellers submit an indication of interest (IOI) including the number of shares they wish to sell and a target price.  

3. Matchmaking with buyers.   

Forge uses its marketplace to match sellers with potential buyers. Buyers may include institutional investors, family offices or high-net-worth individuals

4. Price Discovery. 

Forge facilitates negotiations between buyers and sellers to agree on price, often based on recent funding rounds, company performance and share class. 

5. Due diligence and documentation. 

While investors and sellers should execute their independent due diligence prior to submitting an IOI, both parties undergo a formal due diligence process after agreeing on transaction terms. Forge provides necessary documentation and manages communication between both sides throughout the entire process.  

6. Transaction closing. 

The final step involves executing agreements, handling regulatory or internal company approvals, and transferring shares and funds. [Note that: sellers may incur fees when executing a sale.]

FAQs about selling private company stock

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What are some tax considerations for selling private company stock?

The tax treatment of a private share sale depends on equity type, holding period and other individual circumstances. Because every situation is different, consulting a qualified tax advisor before selling is strongly recommended.

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How long does it take to sell private company stock?

Most transactions take several weeks to a few months from initial listing to completed settlement. The timeline depends on factors like company approval workflows and buyer availability.

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Can you sell private company stock before an IPO?

Yes. Shareholders may be able to sell pre-IPO shares through a secondary marketplace like Forge, subject to transfer restrictions and company consent.

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How can I reduce taxes when selling private company stock?

Holding shares long enough to qualify for long-term capital gains rates is one common strategy. A tax advisor can help identify approaches based on your specific equity type and financial situation.

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.