How employee tender offers work

A company-run tender offer is often the cleanest, lowest-friction way to sell some of your private shares — no hunting for a buyer, no negotiating a transfer. Here's how they work and what to watch for.

What's it worth?A realistic range in seconds.
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Cost to exercise?Exercise cost — plus the AMT hit (US).
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Where to sell?Every route to a buyer, plus a directory.
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What a tender offer actually is

A tender offer is a structured liquidity event the company organises, usually alongside investors. The company (or an incoming investor) offers to buy back a limited number of vested shares from employees and early holders, at a set price, during a fixed window. You choose whether — and how many — to sell, up to any cap. Because the company runs it, the transfer approvals and paperwork are handled for you.

Well-known private companies have used tender offers repeatedly to give staff liquidity without going public. For holders, it's frequently the best route available, because the alternative — finding a private buyer and clearing transfer restrictions yourself — is much more work.

How the mechanics usually go

Eligibility: typically current (sometimes former) employees with vested shares, above a minimum holding, subject to rules on which share classes qualify.
Price: a single set price per share for the window — often at a discount to the last preferred round, reflecting that it's common stock and a liquidity opportunity.
Cap: you can usually sell only a portion of your vested holding (e.g. up to a set % or dollar amount), so the company keeps employees invested.
Window: a defined period to decide and submit; miss it and you wait for the next one.

Tax and the fine print

Selling shares in a tender is a disposal, so it's generally taxable — in most places a capital gain on the difference between your cost (strike, or price paid) and the sale price, with the rate depending on how long you've held and your jurisdiction. If you hold options rather than shares, you usually have to exercise first to take part, which has its own cost and tax. Confirm the specifics for your country and grant with a tax professional.

How to find out if one's coming. Tender offers aren't always announced far ahead. The simplest move is to ask your company's stock administration or people team whether a tender or buyback is planned — the equity toolkit has a ready-to-send template for exactly that.

Be ready when a window opens

Tender windows are short. The equity toolkit helps you understand your holding, the price on offer and the tax, and includes the emails to ask your company whether a tender is planned — so you can decide quickly and well.

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Want it on your own numbers? The Personalized Equity Report models your specific grant end to end.

Questions people ask

What is an employee tender offer?

A company-organised liquidity event where the company or an investor offers to buy back a limited number of vested employee shares at a set price during a fixed window. The company handles the approvals, and you choose whether and how much to sell, up to any cap.

Is a tender offer the best way to sell my startup shares?

Often, yes — it's usually the cleanest route, because the company runs the process and clears the transfer rules. The main limits are that you can only sell when the company runs one, at the price offered, and usually only a portion of your holding.

Do I pay tax when I sell in a tender offer?

Generally yes — selling is a taxable disposal, usually a capital gain on the difference between your cost and the sale price, with the rate depending on holding period and your country. If you hold options, you typically exercise first, which has its own tax. Take professional advice.