Resources · The pre-IPO playbook

Field notes from the desk.

How private secondaries actually work — the mechanics, the structures, the math, the people. Written by the Limen Markets Private team for the buyers and sellers we work with every day.

Updated weekly · 24 articles
The complete guide
to pre-IPO secondaries.
Featured guide · 28 min read

The complete guide to buying pre-IPO equity in 2026.

Direct vs. SPV vs. forward contracts. Right of first refusal. 409A vs. secondary marks. Lock-ups. Carry. Spreads. We walk through every line item that should be on the screen before you sign — and what to push back on.

Read the guide → ⤓ Save as PDF
Market · 7 min · New

Figure AI on the secondary market: physical AI, concentrated risk, and what buyers need to verify.

Figure AI's humanoid robotics program and commercial partnerships make it one of the more distinctive names in private markets, but the capital intensity and partner concentration deserve scrutiny.

May 14, 2026Read →
Market · 8 min · New

xAI on the secondary market: what buyers should be asking right now.

xAI supply is appearing more frequently on secondary platforms — but the structure of that supply, and the issuer's transfer policies, deserve careful scrutiny before you commit.

May 14, 2026Read →
Market · 9 min · New

Revolut on the secondary market: what buyers are pricing in right now.

Revolut's path toward a potential public listing is making it one of the more actively discussed names in secondary markets — but the questions serious buyers are asking go well beyond the headline valuation.

May 14, 2026Read →
Tax · 8 min · New

K-1s, delayed schedules, and what SPV investors should plan for at tax time.

SPV investors routinely receive K-1s weeks or months after the April filing deadline — this guide explains why, and what to do about it.

May 14, 2026Read →
Market · 8 min · New

Anduril on the secondary market: what buyers should be asking before they place an indication.

Defense tech's most prominent private company trades differently than software unicorns — here is the framework buyers should use before placing an indication on Anduril shares.

May 13, 2026Read →
Guide · 8 min · New

SPV or direct transfer: how your chosen structure survives — or fails — a ROFR.

A practical look at how SPV and direct transfer structures each interact with company ROFR rights, and what that means for buyers and sellers on the secondary market.

May 11, 2026Read →
Market · 8 min · New

OpenAI on the secondary market: what buyers need to understand before placing an indication.

OpenAI's secondary market is active but structurally complicated — here's what to resolve before you place an indication.

May 10, 2026Read →
Market · 8 min · New

Stripe on the secondary market: what buyers should be asking right now.

Secondary buyers eyeing Stripe should stress-test valuation, float volume, and transfer restrictions before placing an indication — here is how.

May 09, 2026Read →
Market · 8 min · New

Databricks on the secondary market: what buyers are watching in mid-2026.

Databricks secondary pricing has tightened considerably since the 2024 primary round, but buyers are still navigating meaningful uncertainty around structure, ROFR, and supply.

May 08, 2026Read →
Market · 8 min · New

Klarna on the secondary market: what buyers should be asking right now.

Secondary demand for Klarna is high, but the spread between ask prices and any realistic post-IPO outcome is wide enough that buyers need a disciplined framework before acting.

May 07, 2026Read →
Tax · 9 min · New

AMT exposure when you exercise pre-IPO ISOs: what every option-holder needs to understand.

Exercising ISOs in a high-valuation private company can trigger AMT liability in the year of exercise — even if you cannot yet sell a single share.

May 06, 2026Read →
Seller · 8 min · New

Tender offers vs. open-market secondaries: how to choose your exit path.

A company tender and an open secondary can coexist, but they carry very different trade-offs on price, speed, and tax timing.

May 06, 2026Read →
Legal · 8 min · New

Your first 506(c) offering: what accredited investors actually need to know.

A step-by-step breakdown of Rule 506(c) for accredited investors entering the private secondary market for the first time.

May 05, 2026Read →
Guide · 9 min · New

What happens to your pre-IPO shares the day the lock-up expires.

A plain-English walkthrough of IPO lock-up mechanics, early-release triggers, and the selling window decisions every pre-IPO holder faces.

May 05, 2026Read →
Guide · 8 min · New

SPV fees and carry: what you actually pay when you invest through a special purpose vehicle.

A plain-English breakdown of every fee layer inside a typical pre-IPO SPV — and how to compare costs across vehicles before you commit.

May 04, 2026Read →
Guide · 12 min · New

The top marketplaces to buy pre-IPO shares, compared.

Six platforms claim coverage of the late-stage private market. We walk through how they differ on the two things that matter most — supply and friction — and where Limen Markets sits.

May 04, 2026Read →
Guide · 8 min · New

How to tell if a marketplace actually has the supply.

Catalog and inventory are not the same thing. Four questions that separate a venue with confirmed sellers from a venue with a directory of names it would like to have.

May 04, 2026Read →
Guide · 7 min · New

What "easy to use" actually means for a private-shares marketplace.

Easy is not a UI compliment — it's a measurable workflow property. Number of clicks, number of forms, number of follow-up calls between an indication and a settled position.

May 04, 2026Read →
Guide · 9 min · New

The hidden costs of slow settlement in pre-IPO secondaries.

Headline price isn't the price you pay. Every extra week between indication and settled position carries real cost — price drift, ROFR exposure, opportunity cost. We add up the line items.

May 04, 2026Read →
Guide · 14 min

Direct, SPV, or forward — choosing the right structure.

Each structure has different settlement timelines, fee profiles, and ROFR implications. We walk through when each one makes sense.

Mar 18, 2026Read →
Guide · 11 min

Reading a secondary cap table.

Common, preferred, RSUs, ESOPs, founder stock — what each one means for your transferability and your downside.

Mar 06, 2026Read →
Guide · 9 min

Why 409A and secondary prices diverge — and what that's worth.

409A is a regulatory floor. Secondary marks are a market price. We unpack the gap and how to use it.

Feb 27, 2026Read →
Market · 6 min

SpaceX on the secondary: what's shaping the next leg.

Recent tender activity is reshaping the bid stack. We unpack the buyer composition and the implications for the next round.

Apr 22, 2026Read →
Market · 8 min

The Anthropic supply squeeze, explained.

After the latest primary, secondary sellers thinned out fast. We unpack what's driving the squeeze and what to watch in Q2.

Apr 14, 2026Read →
Market · 7 min

Defense tech secondaries: Anduril, Shield AI, and the new buyer profile.

Family offices and sovereign LPs are leaning in. We map the demand stack and where supply is still soft.

Apr 02, 2026Read →

Tax & legal

All tax & legal ↓
Legal · 12 min

QSBS and Section 1202: the $10M exclusion most investors miss.

If your pre-IPO position was originally issued at the company's qualified stage, you may have a 0% federal capital gains exposure waiting.

Mar 28, 2026Read →
Legal · 10 min

ROFR navigation — what right of first refusal actually does.

A buyer's worst surprise is finding out the issuer pulled rank on the trade. We walk through how to clear ROFR cleanly.

Mar 12, 2026Read →
Tax · 9 min

83(b) elections and pre-IPO sellers.

If you exercised early and missed the 83(b) window, your sale economics may look different than you think. A walk-through.

Feb 18, 2026Read →

For sellers

List your shares →
Playbook · 16 min

The seller playbook: list, get bids, settle.

A practical walk-through of selling pre-IPO equity through Limen Markets Private — from intake call to wired proceeds.

Apr 10, 2026Read →
Seller · 8 min

Pricing your shares: what makes a fair indication.

We'll show you the last three closed trades on your name, and what's currently bid. You decide your floor.

Mar 30, 2026Read →
Seller · 11 min

Working with your employer's transfer policy.

Most pre-IPO companies have written transfer rules. We help you read them and find the path that works.

Mar 14, 2026Read →
2026 IPO calendar

Watch the door — these are the names lining up next.

Updated 2 days ago
CompanyExpected windowLast valuationSector
Glossary

Speak fluent secondary.

The shortest possible definitions of the terms that show up on every term sheet.

409A valuation

An IRS-required appraisal of common stock. Used to set strike prices for employee options. A regulatory floor — not a market price.

Secondary mark

The most recent price at which a company's shares actually changed hands between investors on the secondary market.

Right of first refusal (ROFR)

A clause giving the issuer the option to buy back the shares first at the negotiated price before the trade clears.

SPV (special-purpose vehicle)

A single-purpose LLC that pools investor capital to take a single position. The most common way to access pre-IPO equity.

Forward contract

A contractual right to receive shares at a future event (typically the IPO). Common when transfer restrictions block an immediate sale.

Lock-up

A post-IPO restriction (typically 180 days) preventing pre-IPO holders from selling on the public market right away.

Carry

The performance fee charged on profits when the SPV exits. Common range: 0–10% of upside above invested capital.

QSBS / Section 1202

A US tax provision that may exclude up to $10M (or 10x basis) of gain on qualified small-business stock held five years or more.

The Wednesday Note

One email a week.
What we're seeing on the desk.

The pricing moves, the new supply, the issuer events, the structural details that matter. From the Limen Markets Private team to your inbox every Wednesday morning.