PRIVATE MARKETS, PLAINLY — A Founders Alley education series
Chapter 3 ended on the question every private investor eventually asks: when can I get my money out? For most of a century, the honest answer was brutal in its simplicity. When the company gets acquired, goes public, or fails. Whichever comes first.
That answer was not an accident. It was the design. Private raises live under exemptions from public registration, and the price of the exemption is restriction: shares sold privately cannot simply be resold to the general public, because that would route around the very disclosures the public market exists to enforce. The wall between the markets is a wall of law, and it protects something real.
The trouble is that the economy moved to the other side of it. In Jay Ritter's University of Florida data, the median company going public in 2024 was about fourteen years old, roughly five years older than the long-run average, and arrived with more than ten times the revenue of its 1980 counterpart. The number of US listed companies fell from just over eight thousand in 1996 to roughly half that, where it has hovered since, a phenomenon finance researchers literally call the listing gap. And the capital managed in private markets has grown into the double-digit trillions by McKinsey's count. More of the growth, and more of the ownership, now lives where getting out was never part of the design.
What changed
Three cracks have been engineered into the wall, on purpose. The law moved first: the 2012 JOBS Act and the rules that followed let companies market certain private raises openly to verified accredited investors, the shift Chapter 1 called the door reopening. The plumbing came next: regulated trading venues now exist specifically for private company shares, turning "find a buyer somehow" into a process with qualification, documentation, and settlement built in. And then behavior changed, which may matter most: companies began treating liquidity as a feature to design rather than an event to await. Company-sponsored tender programs, structured windows where employees and early holders can sell a portion of their shares, reached roughly thirty-five billion dollars in 2025 by Nasdaq Private Market's figures, approaching the scale of the IPO market itself, and 2024 was the first year tender proceeds exceeded [text continues beyond screenshot].
Here is the sentence to keep, said precisely. Private market liquidity has moved from impossible to designable. Not guaranteed. Not solved. Designable.
The five gates
For a private share to actually change hands, five gates have to open, and knowing them is most of the diligence. The clock: restricted shares carry holding periods, commonly six months for companies that file public reports and one year for those that do not, before ordinary outside holders can resell more freely. The buyer: in openly marketed raises, investors are verified as accredited, and a future buyer typically faces qualification of their own. The company: private transfers require issuer cooperation, from updating records to rights of first refusal, and there is no such thing as a private secondary transaction the issuer is not involved in, which makes a company's attitude toward liquidity load-bearing rather than cosmetic. The venue: a regulated marketplace where the trade can actually occur. And disclosure: a buyer who cannot see real information is not a market, just a bet.
Which produces a checklist worth printing. If any company ever mentions future liquidity, ask six questions. Where would transactions occur? What holding periods apply and when are they satisfied? What conditions could postpone, limit, or cancel it? Will the company cooperate, and what transfer restrictions apply? What disclosure will buyers receive? How will the price be determined? Vague answers to specific questions are themselves an answer.
The worked example
Picture the same corridor-scale infrastructure company, now addressing liquidity the modern way. It does not promise anything. It states, in writing, that it intends to explore a compliant liquidity opportunity for shareholders after applicable holding periods, through a regulated venue, subject to conditions, and every word of that sentence was written by securities counsel and gets repeated verbatim, never improvised. Intent, conditional, explored, subject to. That vocabulary is not hedging. It is honesty with a legal spine, and the precision of it tells you something about how the company handles everything else.
Remember Chapter 1's broad base of owners here, because the two designs are one design: future liquidity is made of market depth, market depth is made of participants, and a wide base of verified holders is the raw material a trading window needs to function.
Where this leads
One caution travels with all of it, always. Most private shares remain hard to sell, windows can be delayed, limited, or cancelled, and anyone who tells you private liquidity is solved is selling something. What is true is narrower and more useful: it is now designable, and you can tell the designers from the storytellers with six questions. Which leaves the last question of the series. When the build works, the ladder is climbed, the unit earns, and ownership can finally move, who ends up owning the thing? Chapter 5 is the payoff.
Part of Private Markets, Plainly, a Founders Alley education series. Educational only. This material has been prepared for information and educational purposes only, and it is not intended to provide, nor should it be relied on for tax, legal, or investment advice. You should consult with your own tax, legal, and financial professionals for your specific situation. The views and opinions expressed in this article are those of the author and do not necessarily reflect the views or opinions of Finalis Securities, LLC. Securities offered through Finalis Securities LLC Member FINRA/SIPC. Founders Alley Capital and Finalis Securities LLC are separate, unaffiliated entities.