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Deciding what to do

Should I sell my pre-IPO shares?

There's no universal right answer — only the one that fits your finances, your company and your risk appetite. Here's an honest framework, with no financing product or marketplace we're nudging you toward.

The short version

Selling some pre-IPO shares makes sense when a large share of your net worth is tied up in one illiquid company and you'd value certainty over maximum upside. Holding makes sense when you have conviction in the company, can afford the risk, and the tax or discount cost of selling now is steep. Most people who sell don't sell everything — they take some risk off the table and keep upside.

Reasons to sell some now

Reasons to hold

How to decide, in four steps

  1. Know what you hold. Vested shares vs options vs RSUs, your strike, and your cost to exercise. Value your equity.
  2. Check you can sell. Your ROFR and transfer rules decide if a sale is even possible. Can I sell before exit?
  3. Price it realistically. Expect a discount to the last round. What discount is fair?
  4. Size the sale to your risk. Decide how much certainty you want versus upside. Partial sales are normal.
Our honest position: we don't earn anything on your decision. Taking some risk off the table when a fair window opens is rarely something people regret; betting everything on one illiquid outcome sometimes is. But the right amount is personal.

Frequently asked questions

Is it a bad idea to sell pre-IPO shares before an IPO?
Not inherently. Selling locks in real money and diversifies risk, at the cost of some upside and a discount to the last round price. For many employees with heavy concentration in one company, selling a portion is prudent. Selling everything just before a strong IPO can mean leaving money on the table — which is why partial sales are common.
How much of my equity should I sell?
There's no fixed rule, but many people sell enough to take meaningful risk off the table — covering taxes, debt, or a life goal — while keeping a stake for upside. The more concentrated your net worth is in the company, the stronger the case for selling a larger slice.
Will I regret selling if the company IPOs higher?
Possibly on that slice — but that's the price of certainty. Framing it as insurance helps: you're trading some potential upside for protection against a bad outcome. Keeping part of your stake lets you participate if the company soars.

Get the numbers before you decide

Free, no sign-up: estimate what your stake is worth, the cost to exercise, and whether you can sell.

Value my equity (free) → · All free tools → · Glossary →

When you're ready to go deeper, there's an optional Equity Toolkit and Report.

Read next

Can I sell before an IPO or exit? · What discount is fair? · How to find a buyer · Equity A–Z glossary

Sources & further reading

Primary references: IRS, the US SEC / Investor.gov and gov.uk / HMRC, plus established secondary-market practice. Definitions and mechanics are cross-checked against these and our glossary methodology. General information, not advice — confirm specifics for your situation.

Educational information only — not financial, tax or legal advice, and not an offer to buy or sell any security. Your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.