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What pre-IPO investing actually is

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What Is Early-Stage Venture Capital? Definition and Examples
Early-stage venture capital funds seed, Series A and Series B startups. Learn how the rounds work, how a fund earns and what dilution means for your shares.
What Is an Employee Tender Offer? Definition and Examples
An employee tender offer lets staff sell private-company shares at one price in a set window. See the rules, how proration works and a numeric example.
How Do IPOs Work? The IPO Process Step by Step
How do IPOs work? Follow the steps from SEC filing to the first trade, see who does what, and learn the risks for people who own shares before the listing.
What Are KYC and AML in Investing? Definition and Examples
KYC confirms who you are and AML watches for illegal money. See what each check requires, how entities are treated and what to expect before you invest.
What Is a Decacorn? Definition, How It Works and Examples
A decacorn is a private company valued at over $10 billion. See how the valuation is set, which companies qualify and what it means for founders and employees.
What Is a Grantor Retained Annuity Trust (GRAT)? Examples
A GRAT is a trust that pays you fixed yearly amounts and passes the rest to heirs. See how it works with pre-IPO shares, the IRS rate and a worked example.
What Is a Greenshoe Option? Definition and Examples
What is a greenshoe? It lets IPO banks sell up to 15% more shares and steady the price. See how it works, with a numeric example and what it means for holders.
What Is a Schedule K-1? Definition, How It Works and Examples
A Schedule K-1 reports your share of a partnership, S corporation, estate or trust. See who gets one, what the boxes mean and when it arrives.
What Is Cost Basis? Definition, How It Works and Examples
Cost basis is what you paid for an investment, plus fees. Learn how it sets your taxable gain and how it works for options, RSUs and private shares.
What Is Direct Lending? Definition, How It Works and Examples
Direct lending is a negotiated loan from a non-bank lender to a company. See how senior loans, floating rates and funds work, with a worked example.
What Is Dry Powder? Definition, How It Works and Examples
Dry powder is committed money that a fund has not invested yet. See how it works in private equity and venture capital, with a worked example and 2026 data.
What Is Early Exercise of Stock Options? Definition and Examples
Early exercise lets you buy option shares before they vest. See how the 83(b) election, AMT and the 30-day deadline work, with a worked example.
What Is Equity Compensation? Definition, How It Works and Examples
Equity compensation pays employees in company ownership. See how options, RSUs and restricted stock work at a private company, with an example and key risks.
What Is Form 144? Definition, How It Works and Examples
Form 144 is the notice an insider files with the SEC before selling shares under Rule 144. See who files, the 5,000-share test and a worked example.
What Is Form 3921? Definition, How It Works and Examples
Form 3921 is the IRS statement a company sends after you exercise an incentive stock option. See what each box reports, when it is due and how to use it.
What Is Form D? Definition, How It Works and Examples
Form D is the notice a company files with the SEC within 15 days of its first sale in a private offering. See what it contains, who files and an example.
What Is General Solicitation? Definition and Examples
General solicitation is public advertising of a private securities offering. See what SEC Rule 502(c) bans, what Rule 506(c) allows and an example.
What Are the IPO Date and IPO Day? Definition and Examples
What is IPO day? It is the first day a company's shares trade. See how pricing, the opening auction and start time work, and when an IPO can be canceled.
What Is Multiple Expansion? Definition, How It Works and Examples
Multiple expansion is a gain from selling at a higher valuation multiple than you paid. See the math in stocks and buyouts, with a worked example.
What Is the OPM Backsolve Method? Definition and Examples
What is OPM backsolve? It values private-company shares by working backward from the latest round's price. See a numeric example, the inputs and the key risks.
What Is a 409A Change in Control? Definition, How It Works, Examples
Under Section 409A, a change in control is one of the events that may trigger payment of deferred pay. The three tests, their thresholds and an example.
What Are 409A Penalties? Definition, How They Work and Examples
A Section 409A failure makes vested deferred pay taxable at once and adds a 20% extra tax plus interest. What triggers it, a worked example and how to fix it.
What Is Section 409A (Deferred Compensation)? Definition, How It Works
A 409A plan promises pay in a later year. Section 409A sets when that pay may be elected and paid. Break the rules and the employee owes tax at once, plus 20%.
What Is a 409A Separation from Service? Definition and Examples
Separation from service is the 409A payment event when a job ends, including a permanent drop in work to 20% or less. What counts, timing rules and an example.
What Is the 409A Short-Term Deferral Exception? Definition, Examples
The short-term deferral exception keeps pay out of Section 409A if it is paid within 2½ months after the year it vests. How the deadline works, with RSUs.
What Is a Cashless Exercise? Definition, How It Works and Examples
A cashless exercise lets you exercise stock options without paying the strike in cash: sell shares at once or have the company keep some. Methods and tax.
Direct Listing vs IPO: Key Differences Explained
In an IPO, banks sell new shares to investors. In a direct listing, existing shares start trading without a bank. Cost, first price and lock-ups compared.
What Is a Distribution Waterfall? Definition, How It Works, Examples
A distribution waterfall is the order in which a fund or SPV pays out money from a sale: capital back first, then a minimum return, then the manager’s share.
What Is a Family Office? Definition, How It Works and Examples
A family office manages the wealth of one family, or several, with its own staff. Single vs multi-family offices, the SEC rule, examples and how they invest.
General Partner (GP) vs Limited Partner (LP): Key Differences
A general partner runs a fund and carries its liability. A limited partner supplies capital and is liable only for it. Roles, pay, control and risk compared.
How to Exercise Stock Options: Step-by-Step Guide with Examples
How to exercise stock options, ISOs included, at a private company: read the grant, check the deadlines, choose how to pay, model the tax, then file.
What Is an IPO Lock-Up Period? Definition, How It Works and Examples
An IPO lock-up period is an agreement that stops insiders and pre-IPO holders from selling after a listing, often for 180 days. Terms, early release and expiry.
What Is an IPO Pop? Definition, How It Works and Examples
IPO pop meaning: the rise from a new stock’s offer price to its first-day close. Why it happens, who gets the gain and what it costs the company and holders.
Incentive vs Non-Qualified Stock Options: Key Differences Explained
ISOs and NSOs are both stock options. The difference is tax: when each is taxed, the AMT risk of ISOs, who can receive them and a side-by-side example.
What Is a Liquidation Preference? Definition, How It Works, Examples
A liquidation preference decides who is paid first, and how much, when a company is sold. Participating vs non-participating, seniority and a worked example.
What Is a Lock-Up Expiration? Definition, How It Works and Examples
A lock-up period expiration is the date pre-IPO holders may first sell after a listing. What happens to supply and price around it, and how to plan the day.
Common Stock vs Preferred Stock: Key Differences Explained
In a private company, investors buy preferred stock and are paid first in a sale. Founders and employees hold common. Rights, price and payout compared.
What Are Pro Rata Rights? Definition, How They Work and Examples
Pro rata rights let an existing investor buy into a later round to keep its ownership percentage. Who gets them, how the allocation is sized and an example.
What Is an IPO (Initial Public Offering)? How It Works and Examples
Public IPO meaning: a private company’s first sale of shares to the public on a stock exchange. The steps, who sets the price and what changes for holders.
What Is a QSBS Attestation Letter? How It Works and Examples
A QSBS attestation letter is a company’s signed statement that its stock met the Section 1202 tests. What it covers, who signs it and how holders use it.
What Are the QSBS Requirements? Definition, How They Work and Examples
QSBS requirements are the tests a share must pass for the Section 1202 tax break: the company, its size, how you got the shares and how long you hold them.
What Is QSBS Stacking? Definition, How It Works and Examples
QSBS stacking spreads qualified stock across several taxpayers, often trusts, so each can claim its own tax-free cap. How it works and where the limits are.
What Is Rule 506(c)? Definition, How It Works and Examples
Reg D 506c lets a private offering be advertised to the public if every buyer is an accredited investor whose status is checked. How it works and the checks.
How Are RSUs Taxed? Definition, How It Works and Examples
RSUs are taxed as pay when the shares are delivered, then as a capital gain or loss when you sell. Withholding, private-company timing and a worked example.
What Is a Secondary Transaction? Definition, How It Works and Examples
Secondary shares meaning: existing shares sold by one holder to another, so the company raises nothing. How private-company secondaries work, with an example.
What Is a Sophisticated Investor? Definition, How It Works, Examples
Sophisticated investor definition: a buyer who can judge a private deal’s risks. Where US rules use it, how it differs from accredited status, and abroad.
What Is a Special Purpose Vehicle (SPV)? How It Works and Examples
SPV meaning: a special purpose vehicle is a separate legal entity set up for one job. In private markets, it pools investors into a single deal. How it works.
What Is a Subscription Agreement? Definition, How It Works, Examples
Subscription agreement meaning: the contract you sign to buy into a private deal, fund or SPV, with the statements about yourself that the seller relies on.
What Is a Tender Offer? Definition, How It Works and Examples
Tender offer explained: an open offer to buy shares from many holders at a set price for a limited time. How private-company tenders work and who can sell.
What Are the SEC Tender Offer Rules? How They Work and Examples
Tender offer rules set how long an offer to buy shares from many holders stays open, what it must disclose and how holders are treated, in private firms too.
What Are Restricted Stock Units (RSUs)? How They Work and Examples
An RSU, or restricted stock unit, is a company’s promise of shares that vest over time. How RSUs work at a private company, the second trigger and an example.
What Is a Unicorn Company? Definition, How It Works and Examples
A unicorn is a private, venture-backed company valued at $1 billion or more. Where the term comes from, how the valuation is set and what it does not tell you.
What Is Accelerated Vesting? Definition, How It Works and Examples
Accelerated vesting makes unvested equity vest early, usually when a company is sold or you lose your job after the sale. Single and double trigger explained.
What Is an Employee Stock Purchase Plan (ESPP)? How It Works, Examples
An ESPP lets employees buy company shares through payroll, often below the market price. How offering periods, the lookback and qualified plans work.
What Is Anti-Dilution Protection? Definition, How It Works, Examples
Anti-dilution protection lowers a preferred investor’s conversion price if a company later sells shares cheaper. Full ratchet vs weighted average, explained.
What Is Book Building? Definition, How It Works and Examples
What is book building? Banks collect investors’ orders for an IPO across a price range, then use them to set the offer price and decide who gets shares.
What Is a Discount for Lack of Marketability (DLOM)? How It Works
DLOM is the cut in a private share’s value because it cannot be sold quickly for cash. How appraisers estimate it, where it is used and a worked example.
What Is FINRA? Definition, How It Works and Examples
What is FINRA? The self-regulatory organization that oversees US broker-dealers and their staff under SEC supervision. What it covers and what it does not.
What Is MOIC (Multiple on Invested Capital)? How It Works and Examples
MOIC divides what an investment is worth, cash returned plus current value, by the money put in. How to read it, before and after fees, and why it ignores time.
What Is Net Investment Income Tax (NIIT)? How It Works and Examples
The net investment income tax is an extra 3.8% US federal tax on investment income above set income levels. What it covers, who pays it and a worked example.
What Is Private Credit? Definition, How It Works and Examples
Private credit is lending to companies by investment funds, on terms negotiated with the borrower. Strategies, returns, risks and how investors get in.
What Is a PWERM Valuation? Definition, How It Works and Examples
PWERM values a private company’s shares by weighting the payout in each likely exit, such as an IPO, a sale or a shutdown, by its odds. With an example.
What Is Qualified Small Business Stock (QSBS)? Definition and Examples
What is QSBS? Qualified small business stock can take the federal tax off part or all of a startup gain. Which shares qualify and how much gain is excluded.
What Is RVPI (Residual Value to Paid-In)? How It Works and Examples
RVPI is the value of what a fund still holds, divided by the money investors paid in. It is the unsold, on-paper half of TVPI. How to read it, with an example.
What Is TVPI (Total Value to Paid-In)? How It Works and Examples
TVPI is what a fund has paid out plus the value it still holds, divided by the money investors paid in. How it splits into DPI and RVPI, with a worked example.
What Is a Rule 10b5-1 Trading Plan? Definition, How It Works, Examples
A 10b5-1 plan sets an insider’s future share trades in advance, as a defense against insider-trading claims. The 2023 waiting periods and a worked example.
What Is a 409A Specified Employee? Definition, How It Works, Examples
A 409A specified employee is a key employee of a public company. Deferred pay due when they leave waits six months. Who qualifies and how the delay works.
What Is a 409A Valuation? Definition, How It Works and Examples
A 409A valuation is an independent appraisal of a private company’s common stock. It sets the price employees pay for stock options. Rules and an example.
What Is an Accredited Investor? Definition, How It Works and Examples
Accredited investor meaning: a person or entity that passes an SEC test on income ($200K), net worth ($1M) or a securities license and may buy private deals.
What Is a Cap Table? Definition, How It Works and Examples
A cap table lists who owns what in a company: every share class, option and convertible, before and after each round. How to read one, with a worked example.
What Is a Capital Call? Definition, How It Works and Examples
A capital call is a fund manager’s request for part of the money investors committed. How notices, deadlines and credit lines work, with an example.
What Is Carried Interest? Definition, How It Works and Examples
Carried interest is the share of profit a fund or SPV manager keeps, usually 20%, paid after investors get their money back. How it works, with an example.
What Is the Carried Interest Loophole? How It Works and Examples
The carried interest loophole lets fund managers pay long-term capital-gains rates on their profit share. The three-year rule, the 2026 rates and an example.
Pre-IPO vs IPO: What Changes for Investors When a Company Goes Public
Pre-IPO is a private purchase at a negotiated price. An IPO is a public sale at a price set with banks. Access, pricing, liquidity and lock-ups compared.
What Is Share Dilution? Definition, How It Works and Examples
Share dilution is the fall in your ownership percentage when a company issues new shares. How rounds, option pools and SAFEs dilute you, with a worked example.
SPV Investing: How Investing Through a Special Purpose Vehicle Works
SPV investing pools investors into one legal entity that buys shares of a single private company. The steps, how the vehicle is built and who runs it.
SPV Investment Risks: What Can Go Wrong When Investing Through an SPV
SPV investment risks come from the vehicle as well as the company: the manager, one company, illiquidity, fees, thin reporting and layers. How to check each.
What Are Pre-IPO Shares? Unlisted Equity Explained
Pre-IPO shares are stakes in a private company whose stock does not trade on an exchange. Types, who holds them, how they change hands and how they are priced.
What Is a Pre-IPO Company? Definition, Stage and Signals
A pre-IPO company is a late-stage private company expected to list within one to three years. What the stage means, the signs to watch and real examples.
What Is the Alternative Minimum Tax (AMT)? How It Works and Examples
The alternative minimum tax is a second way to work out US income tax. Exercising incentive stock options can trigger it before you sell. Rules for 2026.
What Pre-IPO Investing Actually Is
Pre-IPO investing explained: how a private deal is structured, who owns the shares and when money can come back. With a real May 2026 round on a timeline.
Pre-IPO Insider H1 2026
Полугодовой обзор частного технологического рынка: макро, окно выходов, потоки капитала, инфраструктура и агенты, робототехника, финтех, космос и нейроинтерфейсы. Данные на июль 2026.
IPO не умерло, оно опаздывает
Как мегараунды 2025–26 разрушили монополию IPO на ликвидность: рекордный листинг SpaceX, почему mega-cap остаются приватными и что это значит для аллокации в приватные рынки.

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