Do I have to exercise my options before selling?

Usually yes. Share options (ESOP) are not shares yet — you normally have to exercise them, paying to convert them into real shares, before you can sell. After leaving a company there is often a deadline (frequently around 90 days), and exercising can trigger tax, so take advice first.

What is a right of first refusal (ROFR)?

A right of first refusal lets the company or existing shareholders buy your shares before you sell them to an outside buyer, usually on the same terms. Most shareholder agreements include one, along with a need for board or company approval. Clearing it is normally routine.

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Guide

How to sell your pre-IPO startup shares or vested options in the US and Europe

Q: Can I sell my startup shares before an exit?

Often, yes. Selling shares you already own to a private buyer before an IPO or acquisition is called a secondary sale. You usually need your shares to be vested and free to transfer (any right of first refusal or board approval cleared).

Q: How are secondary shares priced?

Secondaries are usually priced off the company's last funding round, at a discount for a quick, private, all-cash sale — often somewhere between 10% and 40%, depending on demand and how much is being sold.

Start here: What every founder & employee should know about their startup equity — the plain-English field guide to what you hold, what it's worth, and the deadlines that cost money.

If you hold shares — or vested options — in a private startup, you don't always have to wait for an IPO or an acquisition to see any cash. Here's how selling a small part of your stake early actually works, in plain terms.

The steps below apply the same way in the US and Europe — only the tax and local rules differ. For those: selling shares in the United States · getting liquidity in Europe.

On this page

What a secondary sale is
Who can sell — and why they do
If you hold options (ESOP), read this first
Can the shares be transferred? (ROFR & approval)
What are they worth?
Why a private buyer wants in
How PrivateTechShares helps

What a secondary sale is

A secondary is simply selling shares you already own to a private buyer. The money goes to you, not to the company. You don't have to sell everything — most people sell a small slice for some liquidity now and keep the rest. It's the opposite of a "primary" round, where new shares are issued and the cash goes into the business.

Deep dive: how to get cash out of your startup equity without waiting for an exit →

Who can sell — and why they do

Founders and co-founders, employees and former employees holding shares (or exercised options), and early angels can all sell part of a stake. People do it for very ordinary reasons:

A new opportunity — another company to back, or their own to start, without borrowing.
A big life purchase — a home, a move, a wedding — where turning a little equity into cash now simply makes sense.
Peace of mind — taking some money off the table after years of work, so not everything rides on one exit that may be years away.
Having moved on — options to exercise and tax to plan, and no reason to let paper value sit idle.

It's your equity. Wanting a little liquidity is normal — and, once any restrictions are cleared, entirely your right.

If you hold options (ESOP), read this first

Options are not shares yet. You usually have to exercise them — pay to convert them into real shares — before you can sell. If you have left the company, there is often a deadline to do this (frequently around 90 days), and exercising can trigger a tax bill.

Mind the deadline and the tax. Check your plan documents for the exercise window, and speak to an adviser about the tax before you act — the numbers can be meaningful.

Deep dive: can an ex-employee sell startup shares? →

Can the shares be transferred? (ROFR & board approval)

Most shareholder agreements include a right of first refusal (ROFR) and require board or company approval before a transfer. A ROFR lets the company or existing shareholders buy your shares first, usually on the same terms as your outside buyer.

This is normal, not a dead end. You simply clear it with your company first. It is the seller's job, and it is usually routine.

Deep dive: can I sell my startup shares before an exit or IPO? →

What are they worth?

Secondaries are usually priced off your company's last funding round, at a discount for a quick, private, all-cash sale — often somewhere between 10% and 40%, depending on demand and how much you want to sell. Our free estimator gives you a rough figure in seconds, and the "Can I sell?" check tells you whether your shares are ready to go.

Deep dive: how much are my startup shares worth? →

Deep dive: what discount is fair when you sell startup shares? →

Why a private buyer wants in

It helps to understand the other side. Private investors buy secondaries because it gets them:

In early — into a company they believe in, often at an earlier stage and usually cheaper than after the next round or an IPO.
Access they can't get elsewhere — many good private companies never open a round to individual investors; a secondary is a way in.
A chance to back people — buying from a founder or early employee who knows the business from the inside.
A sensible bite — €10k–€750k, on their own terms, with no fund or syndicate in the way.

Deep dive: who buys private startup shares — and how to sell yours →

Deep dive: stuck with shares you can't sell? What to actually do →

That's why the right buyer is often glad to hear from you — you're offering something they can't easily find.

How PrivateTechShares helps

We're an education and tools service — not a broker or marketplace. We help you understand and prepare your private-company equity: free calculators to estimate what your stake might be worth and what exercising options would cost, plain-English country guides on transfer rules and tax, and a step-by-step preparation toolkit. We don't find buyers, hold shares or money, or advise on or take a cut of any transaction — you stay in control of the whole process.

Want to get prepared?

Start with the free calculators and guides, or go deeper with the equity toolkit — it walks you through valuing your stake, the documents to gather, the transfer restrictions to check and the tax to plan for.

Get the equity toolkit →

General information only — not legal, tax or investment advice, and not an offer to buy or sell securities. Rules differ by company and country; take professional advice before acting.