Preparing to use Nasdaq Private Market — what to get ready first

Nasdaq Private Market is usually something your company runs, not a place you list shares yourself. Knowing how that works puts you in control when a window opens.

Written & maintained by the PrivateTechShares team · Published November 2026 · Reviewed November 2026

Part of our guide to how employee tender offers work.

Nasdaq Private Market (NPM) runs company-sponsored tender offers and structured liquidity programmes for private companies — a controlled window in which eligible holders can sell a slice of their shares. It's company-driven: you take part when your company runs a programme, not whenever you choose. We're not affiliated with NPM.

What you can — and can't — do

Because these programmes are run by the company, the price, who is eligible and how much you can sell are set by the company and its investors — not by you. You can't list your private shares on NPM and sell them independently; you participate in a window when one is offered, subject to the same transfer rules and approvals as any private sale.

What to get ready before a window opens

• Know exactly what you hold — share class, number of shares, how much is vested, and whether options need exercising first.
• Model the tax — a sale is a taxable event; work out the net, not the headline.
• Understand the terms — the price, the discount, and any cap on how much you can sell.
• Watch the deadlines — tender windows are time-limited; missing the window means waiting for the next one.

Set realistic expectations

A company liquidity programme is one of the cleaner ways to sell private shares — but it only exists when the company chooses to run one, on its terms. If yours doesn't, the routes are a direct sale or a marketplace. (See how employee tender offers work and who buys private startup shares.)

Further reading

General, independent references on how private-company shares and options work. We're not affiliated with any of them.

• Carta — cap tables, secondaries and valuation explainers
• Cooley GO — startup legal explainers, including rights of first refusal
• Forge Global and EquityZen — secondary marketplaces (larger, later-stage deals)
• Ledgy and Index Ventures OptionPlan — European equity & ESOP references

General information only — not financial, tax or legal advice. Every situation is different; check your own share and option agreements and take professional advice before selling. PrivateTechShares is an education and tools service: it is not a broker or marketplace, does not introduce buyers and sellers, does not hold funds, and does not execute or advise on transactions.