Nasdaq Private Market (NPM) is an organized infrastructure for secondary liquidity in shares of late-stage private companies. Marketplaces like Hiive and Forge allow buyers to find shares themselves and initiate transactions; NPM works primarily through company-sponsored tender offers—programs that the issuer launches itself, opening a window where employees and early investors can sell a portion of their shares to pre-approved buyers. This is the scenario for periodic buybacks at large unicorns that remain private for years.
Origins of the Platform
NPM grew inside Nasdaq in 2013, and in July 2021 was spun out as an independent company: strategic investors included Citi, Goldman Sachs, Morgan Stanley, and the then-existing SVB. Today the shareholders include Nasdaq, Allen & Company, Bank of America, BNP Paribas, Citi, DRW, Goldman Sachs, Morgan Stanley, UBS, and Wells Fargo. The platform operates at industrial scale: by 2024 it had processed over $50 billion through more than 700 corporate programs and approximately 190,000 shareholders, and cumulative volume exceeded $60 billion by 2025. Tender offers alone processed approximately $15 billion in 2025 versus roughly $3 billion in 2023 (according to NPM data).
How a Tender Offer Works
A tender offer is a corporate-sponsored liquidity event. The company decides it's time to let employees and early investors cash out a portion of their shares, and sets the rules itself: what volume is being bought back, which shareholders are eligible, at what price, and within what timeframe. The price is usually tied to the last funding round or a fresh 409A valuation, so within the window it is fixed and does not float like on an exchange. NPM acts as the program operator: verifies eligibility, collects orders, maintains the book, and processes settlements and payments.
Buyers are typically institutional investors and large family offices, pre-approved by the issuer. Transfers go through right of first refusal (ROFR): the company, and sometimes existing shareholders, have priority purchase rights on the same terms. Access to specific names is episodic: there is no continuous "order book," you need to catch the window of a specific program. Therefore liquidity here appears on the issuer's schedule, and the channel itself is closer to a corporate action than to exchange trading.
⚙️ ⚙️ Practical note: the tender offer price is set by the program and tied to 409A or the last funding round. This is a reference point for participants; there is no full market clearing behind it, and the real value of a stake may differ significantly from the window price, especially for fast-growing names.
Products: SecondMarket, Tape D, Settlement
In September 2024, NPM relaunched the SecondMarket electronic platform. It consists of three workstations. Company Workstation helps the issuer structure the tender, pull data from the cap table, manage the order book, and process payments. Employee Workstation allows employees to independently upload shares, value them, and anonymously negotiate with buyers. Investor Workstation is aimed at professional investors: indication-of-interest (IOI) submissions, watchlists, portfolio uploads, and settlements with a flat commission of around 1%.
The second pillar is data. Tape D aggregates private share price valuations, actual transaction levels, bid and offer history, primary funding rounds, 409A valuations, and cap-table analytics; since June 2025, Nasdaq itself became the exclusive distributor of the Tape D API. Separately, there is the Transfer & Settlement (T&S) product—a broker-agnostic share transfer settlement technology launched in 2023; by fall 2024 it had processed over $500 million in settlements. This figure is easily mistaken for the entire platform's volume, although T&S remains a narrow clearing service, and NPM's aggregate volumes are orders of magnitude larger.
Who Benefits
A family office engages with NPM from two sides. First, as a buyer in a specific tender offer when there is access to a program for a company of interest; the position is often structured through a separate SPV or fund on a Delaware LP to separate co-investors and structure carry. Second, as a consumer of Tape D analytics: even without participating in a transaction, data on actual tender offer prices helps revalue existing stakes in unicorns. To finance a large buyback, sometimes a Lombard loan against a liquid portfolio is used, without selling off public positions.
Regulation and Risks
Legally, transactions go through NPM Securities, LLC—a registered broker-dealer and alternative trading system (ATS), member of FINRA/SIPC. The platform itself is not an exchange under the Exchange Act and does not provide investment advice: it is private market infrastructure, and the shares themselves remain non-public and illiquid outside of programs. Buyers must be accredited or qualified institutional investors, and share transfers almost always depend on the company's charter and its approval. The main risk is information asymmetry: the issuer and insiders have exponentially more data than an incoming buyer, and the window price is not obligated to match the future IPO valuation.
🧭 🧭 Before participating, it's worth checking three things: whether the charter and shareholders' agreement permit share transfers, what lockup and ROFR provisions apply, and how the transaction affects taxes—buying secondary shares in a unicorn often carries a deferred but significant tax footprint.
What's Next
Private liquidity infrastructure is maturing. In March 2026, NPM received a U.S. patent for a clearing and settlement platform for private securities, and through banking partnerships—for example, with BBVA for Latin America—is expanding the geography of programs. In parallel, a counter-wave of IPOs is building: SpaceX announced plans to go public in 2026 after a December tender offer at $421 per share (approximately $800 billion valuation), with OpenAI and other major names in the queue. When a unicorn goes public, demand for secondary liquidity in it fades—and platforms like NPM shift to the next generation of private companies.
🍓 NPM opens liquidity when the company itself launches a buyback program: the channel is predictable but episodic. For a family office, it is valuable for access to organized tender offers from large unicorns and Tape D analytics on actual transaction prices. Buying a specific name at an arbitrary moment remains the domain of marketplaces like Hiive and Forge, while NPM handles structured, issuer-approved buybacks.
Key factual claims
- NPM grew inside Nasdaq in 2013, and in July 2021 was spun out as an independent company: strategic investors included Citi, Goldman Sachs, Morgan Stanley, and the then-existing SVB.
- In September 2024, NPM relaunched the SecondMarket electronic platform.