Tender offer vs secondary sale

Both turn private shares into cash before an exit, but they're quite different routes. One is organised by your company; the other you arrange yourself. Here's how they compare.

The short version

A tender offer is a company-organised event where you sell at a set price in a set window. A secondary sale is a sale you arrange yourself (or via a platform) to a specific buyer. For most employees a tender, when available, is easier, safer and often better-priced — but you can't start one yourself.

Side by side

	Tender offer	Secondary sale
Who starts it	The company	You (or a platform on your behalf)
Price	Set by the company, one price for all	Negotiated with the buyer
Timing	A fixed window, when the company runs one	Whenever you can find a buyer and clear approvals
Approvals	Handled by the company	You must clear ROFR and board approval
Discount	Usually smaller; often near a recent round	Often deeper, reflecting illiquidity and effort
Effort & risk	Low — the company does the work	Higher — you find the buyer and manage the process

Specifics vary by company and deal; confirm the terms of any actual offer.

Which is better for you?

If your company is running a tender, it's usually the better route: approved, priced and low-hassle. Take it seriously. A self-arranged secondary matters when no tender is on offer and you want (or need) liquidity sooner — accepting more effort and usually a bigger discount in exchange. Many employees use whichever is available.

Key point: you can't force a tender — only the company can run one. So if none is coming and you need liquidity, a secondary may be your only route.

Frequently asked questions

Is a tender offer the same as a secondary sale?

Not quite. Both let you sell private shares before an exit, but a tender offer is organised by the company at a set price and window, handling approvals for you, while a secondary sale is one you arrange yourself with a specific buyer and must clear approvals on. A tender is a type of structured liquidity; a secondary is a private transaction.

Which gives a better price?

Often the tender offer, because it's typically priced at or near a recent funding round and avoids the deeper discounts of a one-off secondary. A self-arranged secondary usually carries a larger illiquidity and effort discount, though it can happen on your timeline rather than the company's.

Can I do a secondary sale if there's no tender?

Often yes, subject to your company's transfer rules — you (or a platform) find an eligible buyer and clear ROFR and board approval. It takes more effort than a tender and usually a bigger discount, but it doesn't depend on the company running a program.

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