For much of venture capital’s history, employee equity came with an uncertain timeline. While the value might be meaningful on paper, realizing it often depended on an acquisition or an IPO.

As companies remain private longer, that model has become increasingly difficult to sustain. The median company now reaches the public markets at 12 years old, a substantial increase from a few decades ago.¹ That shift has created a practical challenge. Founders need ways to reward the people who helped build the business without forcing an exit. And employees and early shareholders want a clearer path from ownership to liquidity. Company-sponsored tender offers sit at the intersection of those needs.

But structuring a tender requires careful choices. Who should be eligible to participate? How much should each shareholder be permitted to sell? And how can a company provide meaningful liquidity while preserving retention and long-term alignment?

To understand how companies are making those decisions, NewView Capital and Carta analyzed anonymized, proprietary data from more than 550 tender offers conducted between 1H 2021 and 1H 2026. While no two programs were identical, the data reveals emerging patterns in how companies approach liquidity.

Later-stage tender activity is on pace for a new high.

Tender activity has rebounded from the slowdown of 2022 and 2023. Among Series C and later companies in our dataset, transaction count rose from 14 tenders in the first half of 2023 to 44 in the first half of 2026, more than tripling in three years. Tender offers have become more concentrated among mature private companies, where larger shareholder populations and longer holding periods can create greater accumulated supply.

Multi-billion dollar transactions draw the most attention, but they are not representative of the scale of most tender offers. Among Series C and later companies, the median transaction size remained below $40 million in every period analyzed.

The median fell sharply from approximately $30 million in early 2022 to less than $7 million in the first half of 2023 before recovering to $29 million in 2026. Even as the market has regained momentum, tender sizes have remained relatively measured.

Employee liquidity is the priority.

Employees were included in 91% of tender offers, more than any other group. The median transaction allowed employees to sell up to 20% of their equity. Half of the tenders set the cap between 15% and 40%. When determining an appropriate sale cap, balance matters. A well-designed program provides meaningful liquidity, while preserving enough future upside to motivate employees to continue doing their best work.

More than half of tenders included former employees.

Former employees were eligible to participate in 53% of the tenders we analyzed. When included, they were also more likely to have the option of a full exit. At least one in four tenders allowed former employees to sell 100% of their equity, while current employees were generally capped at 40% or less. The median sale cap for employees was 20%, but was just 10% for ex-employees.

The difference reflects the distinct role equity plays for each group. Current employees retain equity as both an incentive and a stake in the company’s future growth. For former employees, that function largely falls away. Allowing former employees to fully exit can simplify the cap table and reduce the likelihood that they pursue secondary sales outside of a company-managed process.

Insiders face the tightest sale caps.

Insiders, including founders, board members, and executives, participated in 55% of the tenders we analyzed. Their median sale cap was 10%, and only one in four tenders let insiders sell more than 30% of their holdings, the most restrictive of any shareholder group in the analysis.

The limits reflect the sensitivity of founder and executive sales. A measured transaction can ease personal financial pressures, allowing leaders to focus on building the company for the long term. At the same time, retaining a substantial ownership stake reinforces their continued commitment to the company and alignment with other shareholders.

When investors participate, a full exit is more common.

Our data suggests that investors tend to be either excluded or given a path to a more complete exit. Investors participated in 46% of the tenders we analyzed, less often than any other holder group. However, when they were included, they were frequently offered substantial liquidity. At least one in four tenders allowed investors to sell 100% of their holdings. A full exit can help simplify the cap table and create room for new investors who may be better aligned with the company’s next stage of growth.

A recent financing often anchors timing and price.

For Series C and later companies, tender offers often followed closely after a financing round. In recent years, the median interval was around 100 days, with one notable exception: in the second half of 2025, it increased to 257 days.

When a tender occurred within one year of the previous financing, that round often provided a reference point for pricing. Many tenders matched the price of the most recent financing, while one in four was completed at a discount of at least 10%.

Tender offers bridge a growing gap before exit.

The timing of tender offers reflects the longer lifecycle of private companies. Seven or eight years once placed a venture-backed company within sight of an IPO or acquisition. Today, it may mark just the middle of the journey.

Across the periods analyzed, the median age at the time of a tender ranged from six to ten years among Series C and later companies, reaching 7.6 years in the first half of 2026.

By then, employee equity may represent years of work, founders may have significant personal wealth concentrated in the company, and early investors may be seeking an exit. A company-sponsored tender creates a structured way to address those needs without changing the company’s broader trajectory.

Repeat tenders are still rare.

Only one in five companies in our analysis completed multiple tenders since 2021, suggesting that a recurring cadence has yet to become standard practice.

Repeat programs nevertheless offer potential advantages. An initial tender provides information about participation, demand, and eligibility that can improve the design of subsequent transactions. If conducted regularly, tenders can also give employees a more predictable path to liquidity and make that access a meaningful part of the company’s broader equity program.

A playbook is emerging.

Tender offers are becoming an important part of the private-company lifecycle. Activity has recovered significantly since 2023, particularly among later-stage companies, but the typical transaction remains measured in size.

Across the programs we analyzed, several patterns emerged. Employees were prioritized and typically could sell only a minority of their holdings, preserving meaningful participation in the company’s future. Former employees and investors were included less consistently, but some were given a path to a full exit. Insiders participated under the tightest limits. Pricing generally stayed close to the most recent financing, and tenders often followed that round within a matter of months.

There is no universal formula. A company seeking to reward employees may design a different program from one seeking to simplify its cap table or reduce founder concentration. But as companies remain private longer, liquidity can no longer be treated solely as an outcome of an eventual exit. Thoughtfully designed tender offers give founders and boards a way to address shareholder needs along the journey while preserving the alignment and ownership required for the years ahead.