US private secondary volume hits $138 billion as founder liquidity shifts mainstream

US private-company secondary volume reached $138 billion in 2025, tripling since 2021, as company-led tenders became the dominant liquidity tool for founders and employees. Yanne Capital says longer paths to IPO and a broader buyer base have made secondary transactions a structural part of growth-stage financing.

Why it matters: - Founder and employee liquidity is no longer tied to a near-term IPO. - Secondary tenders are now a core planning tool for growth-stage companies. - The shift affects pricing, board decisions and the structure of the next primary round. - The market’s growth shows private companies are staying private longer while holders look for cash-out options.

What happened: - US private-company secondary volume reached $138 billion in 2025, up from $52 billion in 2021, according to Yanne Capital research. - Company-led tenders accounted for an estimated 41% of 2025 volume. - The firm says secondary tenders have moved from an occasional accommodation to a structural feature of growth-stage capital planning. - Yanne Capital shared the findings in a research paper on founder liquidity. - Alex Ozdemir, managing partner at Yanne Capital, said founders should treat the tender as a capital markets transaction, not just an employee benefit. - Ozdemir said the discount to the last round is negotiable and the buyer syndicate is the lever that moves it. - The company’s contact information and social link were included in the release, including a LinkedIn page: the company’s LinkedIn page.

The details: - Median time from Series A to IPO stretched to 10.7 years in 2025, up from 6.9 years in 2014. - 1,247 US venture-backed companies have been private for eight years or longer with no announced exit path, according to PitchBook US Venture Monitor, Q1 2026. - The share of unicorns aged eight years or older without a public exit rose from 14% to 53% over the same period. - Yanne Capital says company-led tenders scale better than direct secondaries or continuation vehicles when liquidity demand is spread across many holders. - A fixed-price offer filed under SEC Rule 13e-4 sets a single clearing level, preserves 409A discipline and gives the board control over allocation. - Announced tenders rose from 94 in 2020 to 287 in 2025. - Across 314 completed company-led tenders tracked in 2025, 65% cleared between 70% and 90% of the most recent primary price, with the 80% to 90% band the most common outcome, according to Carta State of Private Markets H1 2026. - Yanne Capital says the discount reflects illiquidity, information asymmetry and the lack of a preference stack in secondary sales. - Continuation vehicles remain better suited to cases where liquidity demand sits with one or two institutional holders near the end of a fund life. - Broad-based demand across a cap table favors a tender because of cost, speed and cap-table hygiene. - Paired tender-and-primary transactions typically clear 8 to 14 percentage points higher than standalone tenders, according to Yanne Capital analysis. - On a $200 million tender, that spread equals $16 million to $28 million for selling holders. - Yanne Capital says it has seen tenders clear at 78% of the most recent primary price. - Yanne Capital also says some tenders fail when the cap table cannot absorb the dilution from the parallel primary leg. - A tender still needs committed buy-side capital before launch, or the company risks a withdrawn or under-subscribed offer. - Dedicated direct-secondary funds hold about $34 billion of dry powder within roughly $198 billion of secondary fund AUM. - Sovereign wealth funds participated in 47 US private-company tenders in 2025, up from 11 in 2021. - Sovereign wealth fund check sizes were concentrated between $50 million and $300 million. - Family-office pooled vehicles represented about $19 billion of 2025 volume. - Crossover managers now regularly anchor secondary allocations in names they hold in public portfolios.

Between the lines: - The data suggests the IPO is no longer the assumed endgame for founders and early employees. - The buyer base has broadened enough to support large annual volume without the market feeling one-dimensional. - That wider buyer mix gives issuers more options, but it also raises the need to manage diligence speed, pricing and investor fit. - Yanne Capital is arguing that the tender is now a financing decision, not an administrative one. - Boards that treat liquidity as a standalone HR issue may leave value on the table and create pressure on the next financing.

What's next: - Founders and boards will need to decide whether to pair a tender with a primary, how to set the price band, which holders can sell and which buyers should be invited. - Future tenders will likely be judged as much on pricing discipline and syndicate quality as on the amount of liquidity delivered. - The next round’s optics will depend in part on where the tender clears relative to the prior primary price.

The bottom line: - Private-company liquidity has become a planning problem, not a one-off event. - The companies that structure tenders well can unlock cash for holders without jeopardizing the next financing.