What happens if a buyer isn’t found immediately? Next steps for selling your shares

Selling shares in the private market is more unpredictable compared to public market transactions. Unlike the public market, where shares can be sold nearly instantly at the prevailing market price and buyers can be more readily available, the private market functions with less liquidity, fewer participants and greater variability in timing. So, if you're a private company shareholder hoping to cash in on your equity, it's natural to have concerns about what happens if a buyer for your shares is not found immediately.

The question that logically follows is: after you submit an indication of interest (IOI) to sell shares on the Forge platform, what can you do if a buyer is not found right away? While frustration may beckon, seasoned private market operators know that patience and strategy are key to navigating this paradigm. Here's a look at what your options are and how to position yourself for potential future opportunities if a buyer is not found immediately.

Common reasons for delayed share sales

Share sale delays are not uncommon in a market as dynamic and nuanced as the private market. Sellers often encounter one or more of the following:

1. Pricing mismatches

Pricing mismatches are one of the most common reasons for a delay in closing a share sale. Sellers may set the price of their shares according to previous company valuations and prior share pricing, as well as recently closed transactions, while buyers may be focused on the most current market conditions, company performance prospects and opportunities to get the best possible deal (at the lowest price). If the two parties—the buyer and the seller—cannot agree on the price, the transaction will not be completed.

This dynamic is reflected in a concept called the bid-ask spread. A bid-ask spread shows the difference between prices that buyers and sellers are willing to trade securities. The bid price will typically be lower than the ask price. For a trade to occur, it must happen at the bid price, ask price or somewhere in between those two prices.

If there’s a wide bid-ask spread, that generally indicates a lack of liquidity and/or that investors disagree on price. A tight spread generally indicates that a stock has higher liquidity and there is greater alignment on price. Although these are general indications, there may be additional factors impacting the spread of a given share.

2. Limited demand for specific shares

Not all private company stocks, nor types of stock, receive equal attention. For example, certain institutional buyers may find preferred stock more appealing than common stock because of their liquidation preferences, dividend rights and other protective provisions.

A company's industry, technology, potential profit trajectory and level of maturity can also impact buying interest.

3. Company-imposed transfer restrictions

Share transfer restrictions are often included in the bylaws and shareholder agreements of privately held companies. These restrictions generally include rights of first refusal (ROFRs), lockup periods or board consent requirements. Although Forge offers descriptive guidance about such terms on its website, these limitations can cause delays or completely prevent transactions from moving forward. 

What sellers can do while waiting for a buyer

While waiting for a buyer to accept an ask, sellers have plenty of options. The Forge platform offers multiple opportunities to adjust your position and enhance your share visibility to potential buyers.

1. Adjust pricing or terms

Sellers can update the terms of their share ask at any time, while their ask is good for up to 30 days. [Note: updating your ask during the 30-day period can extend your ask duration (from the date of updating it).] Adjusting the share price, minimum quantity or other deal parameters can bring your ask closer to buyer expectations. Sometimes, even minor modifications can expand the pool of interested parties, especially when market sentiment shifts or buyer interest picks up.

2. Stay informed with market data

Forge empowers sellers with proprietary market data, including Forge Price™ and Forge’s company watchlist tool.

You can use the watchlist tool to track target companies and receive email alerts on relevant developments. If you have a Forge account, you can further review changes in the active market and our proprietary Forge Price data to compare interest levels, valuations and historical execution trends. Staying apprised of relevant data can help you make more informed decisions and recalibrate pricing expectations, as needed.

3. Consult a Forge private market specialist

You don't have to go it alone on your private market journey. Forge offers access to private market specialists who can assist in developing your pricing strategy, interpreting recent transaction trends and recommending next steps aligned with your liquidity objectives. Receiving personalized consultation from a specialist can potentially help you find a suitable buyer more quickly.

Exploring alternative liquidity options

If a one-to-one buyer match isn't materializing quickly enough, sellers may consider alternative pathways to liquidity that Forge can help facilitate.

1. Partial execution of share sales

In certain situations, Forge has the capability to fulfill a partial order if the entire volume is not currently needed. For example, if you have 5,000 shares listed and a potential buyer is only looking to purchase 2,000, it is possible to make a transaction for the partial amount. By doing this, you can liquidate some of your volume and still keep the rest of your ask active.

2. Fund investment sale options

Forge's liquidity solutions go beyond traditional buyer-seller matchmaking. Forge also supports single asset funds (SAFs) and fund unit offerings—structures that enable investors to gain exposure to a specific company via a pooled investment vehicle. These vehicles can present opportunities for sellers to participate in broader liquidity strategies even without direct buyer interest.

3. Tender offers / company-sponsored liquidity events

The private company that you have your holdings in can sometimes organize a structured liquidity event, such as a tender offer. If you're a shareholder in a company planning such an event, Forge can potentially help facilitate your participation in the event and guide you through the process.

When to reassess asking price

Knowing when to pivot your share sell efforts can be just as critical as knowing when to invest. If your ask has been sitting without significant buyer activity or if market dynamics have changed substantially, it may be time to reassess your approach. Signals that it may be time to modify or withdraw your ask can include:

• Your pricing is significantly higher than recent Forge Price benchmarks or executed trades.
• Your company's perceived value or revenue trajectory has decreased significantly. 
• You have observed a significant amount of unsuccessful transactions for your shares or a continual disinterest for more than 30 days.

If your asks are not refreshed with a new ask price or change of terms, they will automatically expire after 30 days. Forge designed this policy to maintain the accuracy and quality of the Forge order book, ensuring that buyers have access to current and actionable opportunities. Sellers can access their personal account dashboard to make any needed updates, adjustments or withdrawals to their IOIs.

To cancel an ask

To cancel an ask that you made, you should:

• Navigate to your Active Listings dashboard.
• Select the relevant IOI.
• Click "Withdraw" and confirm.

To update your ask terms

To update an existing ask:

• Navigate to the same listing.
• Click "Edit" and adjust your price, volume or other details
• Then, “Save” and resubmit for visibility.

Final thoughts

Navigating share sales in the private market requires a unique blend of timing, flexibility and strategic foresight. If a buyer for your shares doesn’t appear right away, it’s not necessarily a dead end—it’s a signal to reassess, refine and remain engaged. Whether you choose to adjust your ask, explore partial sales or consider alternative liquidity options, Forge offers you the tools, data and expert support to stay proactive in your path toward liquidity. In an evolving private market landscape, patience paired with the right strategy can often be the key to unlocking results you seek.