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Buying Private Stock: Not All Paths Are Created Equal

If you spend any time around late-stage private companies, you’ve seen the pitches: an SPV with an allocation in Anthropic, a platform listing for Stripe, a forward contract on SpaceX. They can look interchangeable. They aren’t. The same company can welcome one path in and treat another as if it never happened.

If you’re a beginner in the world of VC, a lot of this may be new to you. But I’m willing to bet that even if you’ve been in the game for a while, there are some nuances here you might not have picked up in the past.

Here are the most common ways to get private stock, roughly from most to least company-sanctioned:

  • A company-run tender or buyback. The company sets the price, picks the buyers, and approves every share that moves.
  • An approved direct transfer. Shares move straight from an existing holder, like an employee or early investor, to a buyer. Sometimes that buyer is a broker buying for its own book, sometimes the trade runs through a platform like Nasdaq Private Market or Forge. Either way, the company has to sign off (usually after deciding whether to use its ​right of first refusal, or ROFR​).
  • An SPV. A vehicle owns the shares and you own a piece of the vehicle. Or the vehicle owns a piece of another vehicle, which owns a piece of another vehicle that (you hope) owns the shares.
  • A forward contract or tokenized share. You own a promise of shares, or their value, at some later date. No shares change hands today.

Here’s how some of the most sought-after companies treat those paths.

Stripe spells it out more clearly than anyone. Most Februaries, it runs a tender for current and former employees (​$159B valuation in 2026​), funded mostly by invited investors like Thrive, Coatue and a16z, with Stripe buying back shares alongside them. Its own support pages say ​SPV transfers are void​, and that ​forward contracts and tokenization attempts​ fall under its ROFR, with forwards repurchasable at the price the buyer originally paid.

Anthropic requires Board approval for every transfer. Its help center says unapproved transfers are ​”void and will not be recognized on our books and records.”​ It has primarily driven liquidity through company-run events, most recently a ​2026 tender at $350B​. Meanwhile, secondary markets implied ​roughly $1T in April 2026​, about 2.6x its latest round at the time. That gap is what demand looks like when it has nowhere legitimate to go.

OpenAI requires its written consent for any direct or indirect transfer, and says unapproved SPVs, tokens, and forwards have ​”no economic value.”​ When Robinhood launched “OpenAI tokens” in 2025, OpenAI ​publicly disowned them​. Employees sell into company-run tenders instead, like the ​roughly $6.6B sale at a $500B valuation​ in October 2025.

Anduril says it doesn’t allow secondary transactions in its common stock and runs liquidity through its own employee tenders, including ​one reported this week at roughly $90B​. After a fund manager was ​charged with defrauding investors in a pre-IPO Anduril scheme​, the company pointed to its line that ​”any offer to invest in Anduril that does not come from or through Anduril is very likely a scam.”​

Clay shows a gentler version of control. It has run two company-branded tenders in nine months, ​at $1.5B​ (open to former employees too) and then ​at $5B​. There’s no public crackdown on outside buyers, but the buyers in those tenders were invited, with Sequoia leading the first.

Databricks is the most open of the group. Transfers still need company approval, but its stock is ​quoted on secondary platforms​, and it has bundled employee liquidity into its big primary rounds, like its ​2024 Series J​.

SpaceX is the before-and-after case. Before its ​June 2026 IPO​, it ran tenders roughly twice a year at a board-set price, and its ​equity plan​ banned transfers through trading portals or to parties it considered “unfriendly,” with forfeiture of the shares as a possible penalty. That playbook held all the way to the listing, and it’s the one the companies above are running now.

What this means for you: before you put money into a private-stock deal, and besides talking to your lawyers, financial pros, accountants and whoever else you consult on these things, ask one question: will the company recognize what I’m buying? If the answer depends on an SPV two layers deep, or a forward contract the company has already called void, the premium you’re paying may be buying risk, not stock.

By the way: if you’re interested in later-stage opportunities, we actively source them from our network of emerging managers through Venture5 Syndicates.

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This is general information, not investment advice.

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