Secondary Market Platforms: Compare Private Shares

Brian Nichols is the co-founder of Angel Squad, an angel investing community where aspiring and active angels learn from Hustle Fund’s approach, review curated deal flow, and connect with peers.

A private-company profile can show a price and still have no shares you can buy. Two offers for the same company can give you different ownership, fees, and exit rights. Choosing a secondary market platform means understanding those differences before committing money to an investment you may hold for years.

Understand what the platform lets you own

Secondary market platforms arrange purchases from existing shareholders or provide exposure through investment vehicles. Our secondaries market primer covers the underlying mechanics. The platform decision starts with the legal interest you acquire:

1. Direct shares: You become a shareholder of the private company, recorded on its capitalization table, the ownership register. Your rights depend on the share class and governing agreements.
2. A fund interest: You invest in a special purpose vehicle (SPV), an entity that holds an investment, or another private fund. The vehicle owns the shares. Its manager controls decisions under the fund documents.
3. A layered fund interest: Your vehicle owns an interest in another fund that owns the shares. Each layer can add costs, approval requirements, and distribution delays.

A company-sponsored tender offer, a purchase program with a defined price and window, is a separate access channel. The issuer, the company whose shares are involved, sets the program rules. An account on the platform administering it doesn’t guarantee an invitation.

For U.S. individual buyers, the four platforms below generally require accredited-investor status. The U.S. Securities and Exchange Commission (SEC) accreditation criteria include financial and professional qualification routes. Some funds require qualified-purchaser status, a separate, higher investment-based eligibility standard. Residence, entity type, and the specific offering also affect access.

Four secondary market platforms to compare

Forge, Clarity, EquityZen, and Nasdaq Private Market all serve private-share investors. Their direct-share and fund offerings have different minimums and fee structures, even within the same platform.

1. Forge: Direct-share trading, fund offerings, and private-market pricing tools, with a standard $100,000 direct-trade minimum.
2. Clarity, formerly Hiive: Direct shares and a funds marketplace, with a standard $25,000 transaction minimum and different commissions for direct sales and fund purchases.
3. EquityZen: Primarily pooled fund access, with a standard $10,000 investment minimum and separate direct-share acquisitions for larger blocks.
4. Nasdaq Private Market: Direct shares, funds, and invitation-based company programs, with a typical $25,000 marketplace trade minimum.

These are entry points, not promises of inventory or allocation. None turns private-company stock into an investment you can sell on demand.

Forge

Forge combines direct-share trading with fund offerings and private-market data. Its marketplace serves individual accredited investors and institutions seeking exposure to venture-backed private companies.

• Access and coverage: Company pages cover private growth companies, but a profile or watchlist entry doesn’t establish available supply. The standard direct-trade minimum is $100,000. Certain Forge funds accept indications of interest from $5,000, with limited availability and offering-specific terms.
• Ownership and execution: A direct purchase adds the buyer to the issuer’s capitalization table. Fund offerings provide a fund interest instead. Buyers can submit bids (offers to buy), view sell interest, accept aligned offers, or negotiate. Orders aren’t automatically matched.
• Fees: Forge’s direct-secondary fee schedule is typically 2–4%, with lower rates possible. Account creation and marketplace access are free. Alternative structures can cost more, and some third-party funds add management fees or carried interest, a manager’s share of investment profits. Issuer legal or transfer charges can be separate.
• Pricing and diligence: The marketplace shows bids, asks (offers to sell), and trading information where available. Forge Price is a derived daily indicative price, not a guaranteed execution price. Company Profiles for select issuers combine third-party sources, proprietary data, and Forge insights, including estimates. Forge doesn’t provide non-public company financials. These profiles don’t replace current, verified issuer financial statements.
• Liquidity and restrictions: Forge’s direct-transfer process requires company approval and typically takes several weeks, with applicable board review and right-of-first-refusal steps. A right of first refusal lets the company or another rights holder buy on the proposed terms before the outside buyer. A fund transfer follows its manager’s approval rules. Neither route guarantees a future buyer.

For an active investor allocating a larger check to a specific company, Forge combines trading interest with historical pricing data. The lower fund minimum belongs to a different ownership structure.

Clarity, formerly Hiive

Clarity announced its rebrand from Hiive on September 22, 2026. Clarity offers direct private-company shares alongside affiliate-managed and third-party funds. Its coverage centers on late-stage, venture-backed companies.

• Access and coverage: The standard transaction minimum is $25,000, and certain funds require more. Buyers generally need accreditation; some opportunities are qualified-purchaser-only. Supported jurisdictions and the securities offered are limited.
• Ownership and execution: Direct-share purchases and private-fund interests are distinct products. A fund may own company shares or another fund’s securities. Platform indications of interest are nonbinding, and agreed terms can still fail to close.
• Fees: Direct-share brokerage commissions are charged to sellers, potentially affecting the price they’ll accept. Fund buyers pay a brokerage fee, typically up to 4.85%, with tiers declining above $250,000. Certain private funds carry a 7.5% brokerage fee. Seller commissions top out at 5.75% and decline above $500,000. Issuer charges and fund-level fees may be additional.
• Pricing and diligence: Clarity provides market activity, historical transaction data, and pricing insights where available. Advanced data and seller-messaging capabilities have access conditions. A displayed estimate is weaker evidence than a recent completed transaction in the same security and structure.
• Liquidity and restrictions: Company approval and transfer restrictions still apply. Clarity’s brokerage service doesn’t provide investment recommendations or monitor your holdings. Fund-manager responsibilities depend on the vehicle, and resale depends on its documents and available demand.

Clarity’s regulatory fee disclosure makes the buyer-versus-seller distinction explicit. An active investor comparing direct shares with fund exposure needs both cost schedules. A “no buyer commission” description of direct shares doesn’t describe the funds marketplace.

EquityZen

EquityZen’s deal types include the common Standard Deal, which pools investors in a single-company fund. It also offers multi-company funds and Direct Share Acquisitions, which give larger buyers direct stock ownership.

• Access and coverage: Fund buyers must be accredited. Its investment help page sets the standard minimum at $10,000, with $5,000 available for select opportunities. Coverage focuses on later-stage private companies. International investors can participate subject to documentation, country restrictions, and compliance review.
• Ownership and execution: Standard Deals usually give you an interest in an EquityZen vehicle, sometimes with an underlying third-party fund layer. Direct Share Acquisitions typically involve blocks above $200,000. “Preview” gathers demand; “Live” accepts reservations; “Waitlist” means the fund is fully committed.
• Fees: The investment help page states Standard Deal buyer fees of 2.5% on investments up to $1 million and 2% on amounts above that threshold. Non-actively managed funds typically have no recurring management fee or carried interest, although structures vary. Direct acquisitions have their own fee tiers and may incur issuer transfer charges.
• Pricing and diligence: EquityZen’s December 2024 offering-document explainer describes deal terms, company background, risks, and its capitalization analysis. Its May 2024 diligence explainer describes public-source ownership and pricing research. Base the transaction decision on the actual current offering and legal documents. These process descriptions don’t establish complete or current issuer disclosure.
• Liquidity and restrictions: Standard Deals remain exposed to the issuer’s right of first refusal. Its closing-time estimate is typically 8–11 weeks after a fund stops accepting commitments. Express Deals can provide a resale route for eligible existing fund interests, subject to available buyers and applicable restrictions.

An accredited investor making smaller individual allocations can access pooled offerings, while accepting fund-manager control. A reservation is earlier in the process than an approved, completed share purchase.

Nasdaq Private Market

Nasdaq Private Market (NPM) offers direct and fund investing through SecondMarket, alongside company-sponsored liquidity programs. Individual accredited investors can enroll; participation isn’t limited to employees invited into tender offers.

• Access and coverage: Its typical marketplace minimum is $25,000, varying by company, transaction type, and structure. Direct and fund minimums can differ. Coverage spans sectors including technology, artificial intelligence, fintech, healthcare, and defense. Named companies on public pages don’t imply current trading availability.
• Ownership and execution: Direct purchases give underlying company-stock ownership. NPM and third-party funds provide indirect exposure. Company-sponsored programs are invitation-based and have their own participation rules, pricing, and windows.
• Fees: Its fee policy provides for disclosure inside the platform before commitment. NPM doesn’t publish one universal public transaction rate; costs depend on the transaction. A precise fee comparison requires the actual trade or fund fee schedule.
• Pricing and diligence: NPM provides active bids and offers, historical trading information, and pricing analytics. Its data products also include financing history, valuations, and company information. Model-derived prices, funding-round prices, and negotiated trade prices are different signals.
• Liquidity and restrictions: Every SecondMarket trade requires issuer approval. NPM’s settlement estimate averages 30–60 days from agreed terms to settlement, with variation for documentation and approvals. Resale remains subject to company policies, holding restrictions, and demand.

Accredited individuals and institutions can compare direct shares with funds. Investors invited into an issuer-organized program face a separate set of access and closing conditions.

Compare offers with the same ownership and cost basis

Platform minimums are useful for narrowing your options. The investment’s all-in cost is the better basis for comparing offers for a particular company.

Our co-founder and general partner Elizabeth Yin writes in Democratizing Knowledge, “Decisions are never in isolation - they are a comparison game.” Here, the comparison includes what each dollar buys and the restrictions attached to it.

A usable offer comparison contains five things:

1. The ownership chain: Direct stock, one fund, or multiple fund layers, with the legal entities identified.
2. The security: Share class, voting and information rights, and any liquidation preference, the right to receive proceeds ahead of other shareholders.
3. The full price: Underlying share cost, brokerage commission, embedded markup, administrative charges, management fees, and carried interest at every fund layer.
4. The price evidence: Date, transaction size, share class, and whether the signal is an asking price, nonbinding bid, modeled estimate, or completed trade.
5. The exit terms: Transfer approvals, fund-manager discretion, distribution procedures, and any resale or holding restrictions.

Consider a hypothetical, simplified purchase-cost example. Offer A provides 100 direct shares at $100 each, plus a 3% buyer commission: $10,300. Offer B provides a fund interest representing exposure to 100 shares at an effective $103 each, plus a 2.5% buyer fee: $10,557.50.

Offer B has the lower stated commission and the higher upfront cost. The example excludes taxes, legal charges, ongoing fund expenses, and carried interest. It assumes equivalent underlying share exposure; different share classes or fund rights would make the investments less comparable. It’s a cost illustration, not a valuation or return projection.

The last funding round often involved preferred stock with rights that employee common stock lacks. A discount to that round’s price, by itself, doesn’t establish a bargain.

Separate transaction support from investment diligence

A platform can arrange documents and settlement while leaving the business decision with you. The SEC’s private-placement risk guidance explains the risks of limited disclosure, often restricted resale, and possible total loss.

Platform evaluation has two diligence tracks:

• The investment case: Dated revenue and cash information, customer concentration, debt, future funding needs, dilution of existing ownership from new shares, and the rights of securities paid ahead of yours. Our angel diligence framework provides a starting structure, with greater emphasis on financial evidence for later-stage companies.
• The transaction: Seller ownership, the exact security, the fund’s ownership chain, required approvals, fees, and how shares or proceeds reach you. Escrow arrangements specify how money is held until agreed closing conditions are met. A compelling company story can coexist with an unattractive or incomplete transaction.

Recent financials aren’t always available to secondary buyers. That gap belongs in the investment decision. A research summary, famous backer, or recognizable issuer name doesn’t fill it.

An initial public offering (IPO) is a company’s first public stock offering. The SEC warns about pre-IPO investment scams, including aggressive sales pitches and false IPO-timing claims. Registration establishes a firm’s regulatory status; it doesn’t certify an individual investment’s merits.

Treat closing and future liquidity as separate decisions

A marketplace listing, agreed price, completed purchase, and later resale are four different milestones. Platform timelines frequently start at different points, so they aren’t interchangeable measures of speed.

EquityZen’s Standard Deal estimate starts when the fund closes to commitments. NPM’s estimate starts when buyer and seller agree on terms. Neither measures the time spent waiting for suitable inventory, and neither predicts when you can exit.

Board approval, permitted-buyer policies, and securities-law requirements may also affect a transfer. An SPV doesn’t automatically bypass them, and reselling an SPV interest can require separate manager consent.

The governing documents need to address what happens if approval fails, when committed money is returned, who bears nonrefundable costs, and whether an eventual exit produces cash or shares. An IPO can also leave lockups, periods when selling is restricted, and fund-distribution steps between the listing date and your ability to sell.

Our investment lens is portfolio-first. Elizabeth writes in Democratizing Knowledge, “Don't try to pick a co. Select a portfolio.” A platform’s minimum should fit your loss budget and existing exposure, including employer stock. Startup investing is risky, most bets may fail, and diversification doesn’t eliminate losses.

If you want practice evaluating businesses and investment terms alongside other investors, apply to Angel Squad. Our community combines investor education, curated deal flow, and peer learning. Joining doesn’t require accreditation; investing in relevant offerings does. Membership doesn’t guarantee an allocation or liquidity.

This material is educational and does not constitute investment, legal, tax, accounting, or valuation advice, or a recommendation to buy or sell a security. Private investments are speculative, illiquid, and long-term; you could lose your entire investment. Past results and current valuations do not guarantee future results. Rights, costs, taxes, and timing depend on the governing documents, capitalization structure, and applicable law. Seek independent review from qualified financial, legal, and tax professionals before committing capital.