Reference
Glossary of secondary market terms
Every specialized term that appears in a private secondary transaction, defined in plain English — from the share classes and rights that shape a deal to the fund mechanics behind LP- and GP-led sales.
The basics
- Secondary transaction
- Any sale of existing shares or fund stakes from a current holder to a new investor. The company or fund issues nothing new and receives no money — ownership simply changes hands.
- Primary transaction
- The opposite of a secondary: the company itself issues new shares and receives the proceeds, as in a funding round. Primary sets the "official" valuation that secondary trades are later priced against.
- Liquidity
- The ability to convert an asset into cash. Private shares are illiquid by default — there is no exchange to sell on — which is the problem the entire secondary market exists to solve.
- Unicorn
- A private company valued at $1 billion or more. The growing stock of unicorns that stay private for a decade or longer is the main structural driver of secondary market growth.
- Cap table
- The company's ledger of who owns what: every shareholder, share class, and option grant. Secondary transfers must be recorded on it, which is why the company is almost always involved in — and can slow down — a sale.
- Common stock
- The basic share class, typically held by founders and employees. It sits last in the payout order and usually carries fewer rights than preferred stock — one reason common shares often trade at a discount to the preferred price.
- Preferred stock
- The share class investors receive in funding rounds, carrying a liquidation preference and other protective rights. The headline "price per share" from a round refers to preferred stock.
- Exercised options
- Stock options that the holder has paid to convert into actual shares. Only shares — not unexercised options — can be sold in a secondary, which is why sellers often must exercise (and pay tax) before they can sell.
Deal types & structures
- Direct secondary
- A negotiated sale of shares in a single company from one holder to one buyer — the simplest form of secondary, and the most sensitive to transfer restrictions.
- Tender offer
- A company-organized liquidity event: eligible holders may sell up to a set amount of stock, at one price, to pre-approved buyers, on a defined timeline. The company controls who sells, who buys, and how much. Worked example →
- Buyback
- A repurchase of shares by the company itself, using its own balance sheet. Functions like a tender offer but the company, not an outside investor, is the buyer.
- GP-led secondary
- A transaction initiated by a fund's manager (the GP) rather than its investors — most commonly moving one or more portfolio companies into a continuation fund so existing LPs can cash out or roll over.
- LP-led secondary
- A sale of a limited partner's stake in a fund to another investor. The fund itself is unaffected; only the identity of the LP changes. Worked example →
- Continuation fund
- A new vehicle a GP raises to buy one or more assets from its own older fund, letting the manager keep a winning position past the fund's natural life while giving original LPs the choice to sell or roll over. Worked example →
- Strip sale
- A GP sells a slice ("strip") of several portfolio positions at once — often to generate DPI for LPs without giving up whole assets. Worked example →
- SPV (special purpose vehicle)
- A legal entity created to hold one specific investment. Secondary buyers often purchase into an SPV that holds the shares rather than taking direct title — simpler for the company, but the buyer holds the SPV, not the stock. Worked example →
- Forward contract
- An agreement to transfer shares (or their economic value) at a future date — used when transfer restrictions block a sale today. Riskier than a true transfer: the company may refuse the eventual transfer, and some prohibit forwards outright. Worked example →
- Stapled secondary
- A deal in which a buyer purchases existing fund stakes and simultaneously commits capital to the manager's next fund — the two are "stapled" together. Worked example →
Pricing & valuation
- Last round price
- The per-share price set in the company's most recent primary funding round. It is the universal reference point: secondary trades are quoted as a premium or discount to it.
- 409A valuation
- An independent appraisal of a US company's common stock for tax purposes, usually well below the preferred price. Relevant to sellers because it anchors option-exercise taxes — not because buyers pay it. Worked example →
- Mark
- The value an investor records for a private position. Secondary transaction prices are increasingly used as marks, but they are negotiated prices, not audited valuations.
- Bid-ask spread
- The gap between what buyers offer and sellers want. Wide in private markets because information is scarce; marketplaces publishing indicative pricing have narrowed it for well-known names.
- Price discovery
- The process by which a market converges on a price. In private secondaries it is weak by design — no exchange, no ticker — which is why tender offers and published marketplace data matter so much.
- Waterfall
- The order in which sale or liquidation proceeds are distributed across share classes and preferences. Where a share class sits in the waterfall is a major driver of what a secondary buyer will pay for it. Worked example →
Rights & restrictions
- ROFR (right of first refusal)
- The company's (and sometimes existing investors') right to match any outside offer before shares can be sold to a third party. The single most common reason secondary sales take longer than expected — or quietly die. Worked example →
- Transfer restrictions
- Contract and bylaw provisions limiting who shares can be sold to, when, and how. Nearly all private stock carries some; reading them is step one of any secondary.
- Board consent
- Many companies require board approval for any share transfer. Even with a willing buyer and agreed price, a company that doesn't want the transfer can usually block it.
- Tag-along / co-sale rights
- The right of other shareholders to join a sale on the same terms when a major holder sells — protecting minority holders from being left behind.
- Drag-along rights
- The right of majority holders to force minority holders to join a sale of the company. Mostly relevant to secondaries as a reminder that a bought stake can be sold out from under you.
- Lock-up
- A period during which shares cannot be sold — most famously the ~180 days after an IPO, but tender offers and financing rounds can impose them too.
- Information rights
- Contractual rights to receive company financials. Primary investors negotiate them; secondary buyers usually do not inherit them, which is a key reason secondaries price at a discount.
- Pro rata rights
- The right to invest in future rounds to maintain ownership percentage. Typically personal to the original investor and not transferred in a secondary sale.
- Liquidation preference
- The right of preferred holders to get their money back (sometimes a multiple of it) before common holders receive anything. Determines how much a share class is really worth in downside scenarios. Worked example →
- Anti-dilution protection
- Provisions that adjust preferred shareholders' conversion terms if the company later raises at a lower price ("down round") — another rights difference a secondary buyer must price. Worked example →
Funds & LP terms
- GP (general partner)
- The manager of a private fund — makes the investments, controls the assets, and in GP-led secondaries, initiates the transaction.
- LP (limited partner)
- An investor in a private fund. LPs commit capital for a decade or more; selling their stake in a fund is the original form of the secondary market.
- Commitment
- The total amount an LP has agreed to provide a fund over its life. A buyer of an LP stake takes over both the funded position and the unfunded remainder of the commitment.
- Capital call
- The GP's demand for a portion of committed capital. Unfunded commitments mean an LP-stake buyer must be ready to keep writing checks.
- Distribution
- Cash (or stock) returned by a fund to its LPs, usually after an exit. Slow distributions across the industry are what push LPs to the secondary market for liquidity.
- DPI
- "Distributions to paid-in": cash actually returned ÷ cash invested. The metric LPs increasingly prioritize — and a key motivation for GPs to run strip sales and continuation funds. Worked example →
- TVPI
- "Total value to paid-in": (distributions + remaining value) ÷ cash invested. Includes unrealized marks, so it flatters funds that haven't exited anything. Worked example →
- Vintage
- The year a fund began investing. Secondary buyers think in vintages because a 2019-vintage fund's remaining assets and time horizon differ sharply from a 2023 one's.
- Dry powder
- Committed but not-yet-invested capital. The hundreds of billions in dedicated secondary dry powder is a standard measure of how much buying demand waits in the market.
Process & participants
- Accredited investor
- A legal status — based on income, net worth, or credentials — required to buy most private securities. Thresholds and names vary by country (accredited, professional, sophisticated, qualified), but nearly every market has a version.
- Qualified purchaser
- A higher US wealth threshold (generally $5M+ in investments) required for certain funds. Some secondary vehicles are open only to qualified purchasers.
- Secondary marketplace
- A platform that matches buyers and sellers of private shares and standardizes the paperwork — see the buyer & fund directory for named examples like Forge, EquityZen, Nasdaq Private Market, and Hiive. They intermediate; they don't remove the company's consent rights.
- Broker-dealer
- A licensed intermediary for securities transactions. In the US, marketplaces handling private-share trades operate through registered broker-dealers.
- LOI (letter of intent)
- A non-binding agreement on headline terms — price, size, structure — that starts the formal process and triggers the ROFR clock at many companies.
- SPA (stock purchase agreement)
- The binding contract of sale: price, representations, warranties, and conditions. Signing it is not the end — the transfer still needs company processing.
- Reps and warranties
- The seller's formal statements of fact — that they own the shares, that they're unencumbered, that they have the right to sell. Breaching them creates liability after closing.
- KYC / AML
- "Know your customer / anti-money-laundering" checks that platforms and companies run on both sides of a trade. A normal, sometimes slow, part of settlement.
- Escrow
- A neutral account holding the buyer's funds until the transfer is complete — standard protection in direct secondaries between strangers.
- Settlement
- The final step: money moves, the share register updates, and the buyer legally owns the stake. In private markets this takes weeks, not seconds.
New to the topic? Start with what a secondary sale is, then seehow a deal works step by step — or watch these terms in action in the case studies. Want to know who's actually on the buy side? See thebuyer & fund directory.