Glossary

US pre-IPO secondaries

Quick answer

US pre-IPO secondaries are private transactions in shares or economic interests of late-stage US companies that have not yet listed, bought from existing shareholders such as employees or early investors. Access is commonly arranged through special-purpose vehicles (SPVs) or forward contracts.

Why it matters

They give qualified investors exposure to late-stage private companies before an IPO, subject to eligibility and restrictions.

How it is used in transactions

Arranged for family offices, funds and qualified investors.

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US Pre-IPO Secondaries

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Questions, answered

FAQ

US pre-IPO secondaries are private transactions in shares or economic interests of late-stage US companies that have not yet listed, bought from existing shareholders such as employees or early investors. Access is commonly arranged through special-purpose vehicles (SPVs) or forward contracts.

Arranged for family offices, funds and qualified investors.

In a secondary, an investor buys existing shares or economic interests from current shareholders such as employees or early investors, so no new money goes to the company. In a primary round, the company issues new shares and receives the proceeds itself. Secondaries therefore provide liquidity to sellers rather than fresh capital.

Exposure is commonly arranged through special-purpose vehicles (SPVs) or forward contracts rather than direct share transfers, because shares in late-stage private companies often carry transfer restrictions. Access is generally limited to qualified investors such as family offices and funds, subject to eligibility and the terms of each structure.

Suggested citation: Matchpoint Partners, “US pre-IPO secondaries — definition”, updated June 2026.
Last updated: June 2026.
Disclaimer. This page is provided for general corporate advisory, market-education and business-information purposes only. It does not constitute investment, legal or tax advice, a financial promotion, an offer, a solicitation or a recommendation to buy or sell securities or investments. Any transaction discussion is subject to suitability, eligibility, due diligence, applicable law and formal engagement terms. Participation in private-market or pre-IPO opportunities may be restricted to eligible, qualified or professional investors depending on jurisdiction, issuer restrictions, platform rules and transaction structure.

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