If you hold equity in a private company and you are thinking about selling some of it, there is one calendar event that matters more than almost any other: the company's next primary fundraising round — specifically, where you are relative to it right now.
Secondary markets for private shares are not as fluid as public markets. Prices, transfer policies, buyer appetite, and the company's willingness to cooperate with transfers can all shift dramatically in the weeks before, during, and after a primary round closes. Sellers who understand this cycle consistently achieve tighter bid-ask spreads and faster settlements. Those who don't sometimes spend months waiting for buyers who showed up at the wrong moment.
The fundraising cycle and what it does to secondary pricing
When a company is actively in market raising a new primary round, several things happen simultaneously on the secondary side.
First, buyers become more cautious. Sophisticated secondary buyers know that a new primary round may set a new 409A valuation — the independent appraisal of the company's fair market value that governs option strike prices and tax treatment — and that this new mark will affect how secondary prices are benchmarked. If a round hasn't closed yet, buyers don't know what the new benchmark will be. Many hold back.
Second, companies often impose informal or formal transfer freezes during active fundraising processes. They don't want new cap-table entrants complicating due diligence presentations to incoming investors. Even companies without explicit transfer restriction policies tend to go quiet on consent requests during this window.
Third, information is asymmetric in both directions. The company knows the round terms; you may not. Buyers definitely don't. That asymmetry suppresses prices because buyers apply a discount for uncertainty. Sellers who genuinely don't know the round terms are not in a better position than buyers — they're in a worse one, because they're trying to price something they can't fully describe.
The two windows that tend to produce the best secondary outcomes
Window 1: After a round closes and before it is publicly announced
In the days and weeks after a primary round closes but before it becomes widely publicized, buyers know the new valuation, transfer freeze pressure has lifted, and competition among buyers for the issuer has picked up. The new round gives buyers a reference price. It also tends to bring new secondary buyers into the market who want exposure to an issuer that just validated its valuation with institutional capital.
For sellers, this window has a specific advantage: the company's finance and legal teams have just finished the primary process and are administratively caught up. Consent requests and right of first refusal (ROFR) responses tend to move faster in the months immediately following a close than at any other time in the cycle.
Window 2: Before a round is anticipated — the quiet period
When a company is 12 to 18 months from its next expected raise, the secondary market often operates with the least friction. The current 409A is relatively fresh, no impending round is creating uncertainty, and company legal teams are not distracted by primary diligence. Buyers willing to underwrite a longer holding period — common in SPV structures where the vehicle can hold for several years — are active.
The trade-off is that prices in this window don't carry the premium bump that a just-closed primary round provides. Sellers are pricing against the most recent mark rather than a freshly validated one. For sellers who need liquidity on a timeline rather than maximum price optimization, this window can be the right call.
Understanding ROFR in the context of round timing
Most private company equity is subject to the company's right of first refusal (ROFR) — the right to purchase your shares at the agreed secondary price before any third-party buyer can complete the transaction. ROFR exercise timelines vary by company and by share class, but typically run 15 to 30 days from notice.
The fundraising cycle affects ROFR in a subtle but important way. Companies are more likely to exercise ROFR in the period immediately following a round close, when they have fresh capital on their balance sheet and a cleaner cap-table incentive. Sellers who list just after a large round may find the company steps in and buys the shares itself — at the agreed price, which is the secondary market price, not the primary round price. This is not necessarily a bad outcome for the seller, but it is different from what was expected.
Conversely, companies with a recent close may choose not to exercise ROFR because they have already deployed capital and don't want additional buyback exposure on the balance sheet. There is no reliable way to predict this without knowing the company's current priorities.
Practical steps for sellers approaching a new round
You are unlikely to know the exact timing of your company's next primary round. But there are signals worth watching.
- Company executive communications about growth milestones or new product categories can signal preparation for a market roadshow.
- A new outside board seat or a change in auditor is often a pre-round housekeeping move.
- Informal communications from your equity plan administrator about option grant freezes or 409A updates can suggest a round is being planned.
- Increased secondary buyer inquiries for your company — visible on secondary marketplaces — sometimes precede a round as sophisticated buyers try to acquire shares before the primary sets a new higher benchmark.
None of these signals is reliable on its own. Together, they suggest a pattern worth taking seriously before initiating a sale process that could take 30 to 90 days from indication to settlement.
What this means for your listing price
When you list shares on a secondary marketplace, you are anchoring your price to the most recently available public information about the company — typically the last primary round valuation and any secondary marks on the same platform. If a new primary round is pending but not yet announced, listing at a premium to the current mark is asking buyers to underwrite future news they haven't seen.
Sellers sometimes resist this logic: "I know the round is happening, why shouldn't the price reflect it?" The answer is that secondary buyers price on confirmed information, not anticipated information, because they've learned that rounds can fall through, terms can change, and valuations can disappoint. A round that is "definitely closing" has a non-zero probability of not closing on the expected terms.
The sellers who consistently achieve the best secondary outcomes are those who list at a defensible price relative to current confirmed marks, execute quickly, and avoid holding out for a premium that the market can't yet see a reason to pay.
If you are ready to explore current secondary demand for your position, the seller intake process on our platform starts with a current-market pricing reference before you commit to a listing price. Visit /sell to begin, or read more about how secondary pricing works in our guide to bid-ask discovery.