My company is running a tender offer — should I sell?

A company tender is usually the cleanest, safest chance an employee gets to sell — approved, priced and low-friction. The question is rarely 'can I?' but 'how much?'.

Why a tender is usually a good opportunity

In a company-sponsored tender, the company sets a price and window and handles approvals, ROFR and paperwork. You avoid hunting for a buyer, negotiating, and the deepest illiquidity discounts. These windows don't come often, so they're worth taking seriously.

What to check before deciding

The price vs the last round. Tenders often price at or near a recent round — frequently better than a one-off secondary. Compare with what's fair.
Any caps. Tenders usually limit how much each person can sell — this may make your decision for you.
Your tax. Selling triggers a gain; check whether you've hit long-term or QSBS thresholds.
Signal, not certainty. A tender isn't a guarantee about the company's future either way — judge it on your own needs.

How much to sell

Think of it as taking risk off the table. If you're heavily concentrated, selling toward the cap can be sensible. If you have strong conviction and diversified wealth, you might sell less. Partial participation is the norm — you rarely have to choose all or nothing.

Rule of thumb: a tender is often the best-priced, lowest-hassle liquidity you'll see for years. Not participating at all is a decision worth making consciously, not by default.

Frequently asked questions

Is a company tender offer a good deal for employees?

Usually, yes. Tenders are approved, priced and low-friction, often at or near a recent round price and without the steep discounts of a one-off secondary. For most employees they're the best liquidity opportunity they'll get while the company is private.

Do I have to sell in a tender offer?

No — participation is voluntary, and you choose how much (up to any cap) to sell. You can decline entirely. But because good windows are infrequent, it's worth making that choice deliberately.

How is a tender offer taxed?

Selling shares in a tender triggers a capital gain (or, for recently exercised options, possibly ordinary income). Whether you've met long-term or QSBS holding periods affects the rate. Model it before deciding how much to sell.

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.