Photo: Vinted

Vinted, the C2C second-hand marketplace, has completed a €880 million secondary share transaction at an €8 billion equity valuation — one of the most notable secondary deals in the European tech ecosystem so far in 2026.

The transaction was led by EQT — an existing investor doubling down on its position — alongside two new shareholders: Teachers’ Venture Growth (TVG), the late-stage venture investment platform of Ontario Teachers’ Pension Plan, and Schroders Capital. Additional new investors include funds managed by BlackRock, Lombard Odier Investment Managers, and Pinegrove Opportunity Partners. Among existing shareholders, Baillie Gifford chose to increase its stake.

The deal was significantly oversubscribed.

Why This Deal Matters for the Secondary Market

This transaction is a textbook example of secondaries doing exactly what they’re designed to do: providing liquidity to existing shareholders and employees without the company needing to raise primary capital or pursue an IPO.

Vinted is not raising new money here. The company has been cash flow positive for several years, posted €62M in net profit in 2025, and has ample balance sheet capacity to self-fund growth. The secondary serves as a cap table rebalancing tool and a meaningful liquidity event for the team — reinforcing its value as a retention and reward mechanism.

The Financial Profile Driving Institutional Appetite

Vinted’s numbers speak for themselves:

• 2025 GMV: €10.8B (+47% YoY)

• 2025 Revenue: €1.1B

• 2025 Net Profit: €62M

• Markets: 26 countries

The combination of high-growth at scale with sustained profitability is precisely what secondary investors look for in an asset: audited metrics, business visibility, and a credible liquidity horizon — whether via IPO or a future secondary round.

A Shareholder Base Built for the Long Game

One of the most telling aspects of this deal is the profile of the incoming investors. TVG and Schroders Capital are institutional platforms designed to hold positions across both private and public markets — exactly the type of investor a pre-IPO company wants on its cap table to smooth the eventual transition to public markets.

Goldman Sachs International acted as sole placement agent. Cooley provided legal counsel to Vinted.

The Secondary Market Takeaway

This deal reinforces several trends we’ve been tracking at Secondary Scoop:

1. Secondary transactions are no longer a distress signal. Vinted has used them as a deliberate cap table management tool in every funding round since 2015.

2. Institutional LPs — especially pension funds — are increasingly active in growth-stage secondaries. TVG (Ontario Teachers’) is the clearest proof point.

3. Oversubscription signals that demand for quality secondary assets continues to outpace supply, particularly in companies with strong fundamentals and demonstrated profitability.

Full Vinted Press Release: https://company.vinted.com/newsroom/secondary-share-transaction-at-€8B%20equity%20valuation

The Luxembourg-domiciled fund extends Pantheon’s evergreen platform into infrastructure secondaries, rounding out a product suite that now spans private equity, private credit secondaries, and infrastructure secondaries across global markets. With PGIS, the firm moves closer to offering a fully integrated, multi-asset evergreen solution tailored to the evolving needs of private wealth investors.

Completing a Global Evergreen Offering

PGIS complements Pantheon’s existing evergreen strategies, including:

• Pantheon Global Private Equity (PGPE)

• Pantheon Global Credit Secondaries Fund (PGCS)

Together, these vehicles form a $15 billion global evergreen platform, designed to provide semi-liquid access to private markets for professional investors.

The new fund is structured to deliver a high-conviction, diversified portfolio of global infrastructure secondaries assets, leveraging Pantheon’s institutional investment capabilities.

Jérôme Duthu-Bengtzon, Partner and Portfolio Manager of PGIS, emphasized the dual advantage of the strategy: combining the traditional benefits of infrastructure—such as stable yield, lower volatility, and capital appreciation—with the structural advantages of secondaries, including enhanced liquidity, shorter duration, and earlier cash distributions.

Scaling Infrastructure Secondaries Expertise

Pantheon’s move comes amid increasing demand for liquidity solutions across private markets, a dynamic that has accelerated the relevance of secondaries strategies—particularly within infrastructure.

The firm has been active in secondaries since 1988 and was an early mover in infrastructure secondaries, launching its first dedicated strategy in 2010. Since then, Pantheon has steadily expanded its capabilities:

• Four infrastructure funds raised with growing secondaries exposure

• $5.3 billion raised in its latest infrastructure program (2024)

• $26.9 billion in infrastructure assets under management globally

Andrea Echberg, Global Head of Infrastructure at Pantheon, highlighted the firm’s specialist positioning, noting its focus on digital infrastructure, renewable energy, and next-generation assets, supported by a dedicated team of 35 infrastructure professionals.

A Strategic Push into Private Wealth

The launch of PGIS also reflects a broader industry shift: the institutionalization of private markets access for private wealth investors through evergreen structures.

Victor Mayer, Head of International for Pantheon’s Global Private Wealth division, described the fund as a “strategic step” in building a comprehensive global offering. The platform aims to provide differentiated access to mid-market secondary and co-investment opportunities, a segment increasingly sought after by wealth managers and individual allocators.

Secondary Scoop Takeaway

Pantheon’s latest launch underscores two structural trends shaping the secondaries market:

1. Infrastructure secondaries are moving into the mainstream, driven by liquidity needs and maturing asset portfolios.

2. Evergreen vehicles are becoming the preferred access point for private wealth, offering flexibility without sacrificing exposure to institutional-grade strategies.

As competition intensifies among global managers, Pantheon’s integrated, multi-asset evergreen platform positions it as a key player at the intersection of secondaries innovation and wealth democratization.

Source: https://www.pantheon.com/news/pantheon-expands-global-private-wealth-platform-with-infrastructure-secondaries-fund-launch/

Three partners have been hired to lead the effort: Malcolm Ferguson and Nick Sando, both from Octopus Ventures, and Steven Mendel, co-founder and former CEO of unicorn pet insurer ManyPets. Their mandate is to raise a new third-party secondary fund that will co-invest alongside Molten’s own balance sheet, deepening origination across the European venture ecosystem.

“Molten is in a unique position to take our work in secondaries to the next level... focusing on great businesses that are a little further along in their journeys.”

— MALCOLM FERGUSON, PARTNER, SECONDARIES, MOLTEN VENTURES

Why this matters for the secondary market

Molten is not a newcomer to secondaries. The firm has been systematically acquiring stakes in mature venture portfolios — including Seedcamp Funds I, II & III, Earlybird DWES Fund IV, Earlybird Digital East Fund I, Connect Ventures Fund I, and most recently a majority stake in the Speedinvest Continuation Fund I — with the strategy delivering a 2.5x MOIC to date.

What is new is the institutionalisation: moving from balance-sheet opportunism to a purpose-built team with third-party capital. This structural shift matters. It implies deal sourcing at greater scale and speed, a dedicated LP base with a secondaries-specific risk-return profile, and more consistent pricing discipline in a market that has historically been fragmented.

The structural opportunity they’re targeting

The thesis is straightforward and well-evidenced: as private companies remain private for longer, the population of founders, early employees, and seed-stage investors sitting on illiquid positions has grown substantially. Secondaries provide a mechanism to address that without forcing premature exits or disrupting company operations.

Molten’s edge in this space is network depth. Having backed or co-invested alongside companies such as Revolut, Trustpilot, and UiPath, the firm sits at the centre of a dense web of GP and founder relationships — precisely the kind of proprietary deal access that determines outcomes in a market where the best transactions rarely surface through intermediaries.

CEO Ben Wilkinson framed the move as a natural extension of Molten’s core platform: a way to access high-quality, later-stage assets with more immediate paths to liquidity, while remaining complementary to its primary Series A and B activity.

“Secondaries are an important part of our platform... Building a dedicated team to leverage our existing platform is a natural next step as we scale this capability.”— BEN WILKINSON, CEO, MOLTEN VENTURES

What to watch

The key question is fund size and LP composition. A co-investment vehicle alongside the Molten balance sheet suggests a fund calibrated for mid-market deal flow — likely targeting individual company stakes and tail-end fund portfolios in the £10–50M range per transaction. Whether Molten positions this as a direct competitor to specialist platforms such as Isomer Capital or Whitehorse Liquidity Partners, or as a complementary access point for LPs already in the Molten ecosystem, will define how the market receives it.

The announcement also adds further evidence to a broader trend: European venture secondaries are no longer a niche afterthought. They are becoming a category in their own right, attracting senior talent and dedicated capital structures — and Molten’s move is likely to accelerate that conversation across the continent.

This article looks at what is actually driving that shift, how different transaction types are contributing to scale, where the market is still constrained, and what the current data implies about how secondaries will evolve relative to traditional exit paths.

US venture secondaries reached $91.7 billion in 2025, and combined with GP-led venture secondaries, we have a total of $106.3 billion. That number should be understood in context. As recently as 2024, total annual secondary volume was closer to ~$50 billion. The market has effectively doubled in a short period, and the acceleration has been consistent across multiple quarters rather than driven by a single event.

Direct secondaries account for the majority of this activity. PitchBook estimates a range of $62.5 billion to $120.9 billion for direct transactions alone. The width of that range reflects incomplete visibility into private transactions, not volatility in demand. Across datasets, directionality is consistent: volume is increasing, and dispersion is narrowing over time as more transactions move through intermediated platforms.

At this level, secondaries are now operating at a scale comparable to traditional exit channels. This is particularly visible when compared to IPO markets, where annual VC-backed issuance remains below historical averages and has not cleared accumulated inventory.

Growth is distributed across transaction types

The expansion of the market is not concentrated in one structure. It is occurring across direct transactions, LP stake sales, and GP-led processes, each addressing a different source of liquidity demand.

Direct secondaries remain the largest component, driven primarily by employee and early investor sales in late-stage companies. These transactions tend to cluster around companies with recent primary rounds, where price discovery is clearer, and bid-ask spreads are narrower.

At the same time, LP-led secondaries are increasing as institutional investors rebalance portfolios. In 2025, LP-led venture secondaries represented a growing share of activity, reaching roughly 22% of LP-led secondary volume, up from low double-digit levels in prior years.

GP-led secondaries are also scaling, particularly through continuation vehicles. These structures allow sponsors to extend holding periods while providing liquidity to existing LPs. In broader private markets, GP-led transactions now represent a meaningful share of exit activity, accounting for ~16% of sponsor exits in 2025.

At the global level, the same pattern is more pronounced. Secondary transaction volume across private markets exceeded $200 billion in 2025, with expectations of continued growth toward $300 billion over the next few years.

The implication is that secondaries are not scaling through a single dominant format. They are scaling as a set of complementary mechanisms, each tied to a different source of supply.

The convergence with IPOs and M&A

The growth of secondaries is directly linked to constraints in traditional exit markets.

IPO activity has recovered modestly but remains below historical norms in both volume and consistency. In 2025, only a few dozen VC-backed companies went public, raising less capital than required to normalize liquidity across the venture ecosystem.

M&A activity has improved but is still insufficient relative to the backlog of venture-backed companies. At the same time, distributions to LPs remain below long-term averages, which increases pressure on funds to generate liquidity through alternative channels.

This combination, limited exits, extended holding periods, and low distributions, creates persistent demand for secondary transactions.

Secondaries address that demand in a way that is not tied to full company exits. They allow partial liquidity at the asset level (direct secondaries) or at the fund level (LP sales and continuation vehicles).

Importantly, this function is consistent across cycles. In periods of strong markets, secondaries provide access to oversubscribed assets. In constrained markets, they provide liquidity when exits are unavailable. The underlying mechanism does not change, only the use case.

Market size is large, but depth remains concentrated

Secondary activity is concentrated in a relatively small number of companies. Large, late-stage names with recent funding rounds dominate transaction volume because they offer both liquidity and pricing visibility. Smaller or less frequently financed companies remain difficult to trade.

This concentration is visible in multiple datasets. Even at the current scale, the secondary market represents only a small share of the total private market value. For example, in mid-2025, direct secondaries represented approximately 1.9% of total unicorn value.

The gap between market size and market depth is important. It means that secondaries have achieved scale in aggregate volume, but liquidity is not evenly distributed.

There are early signs of expansion. The number of companies with secondary activity is increasing, and pricing dispersion has narrowed as more transactions establish reference points. Median transaction sizes have also increased significantly, with some estimates showing growth from under $10 million to over $60 million in a short period.

However, the market remains dependent on a relatively narrow set of high-quality assets for the majority of its volume.

Demand is expanding, but capital formation lags

On the demand side, participation is increasing across multiple investor types.

Dedicated secondary funds are raising larger vehicles, institutional investors are allocating more capital to secondaries, and new entrants—including crossover funds and private wealth vehicles—are entering the market.

At the same time, transaction volume has grown faster than capital formation. Even as global secondary markets exceed $200 billion in annual volume, the available capital base remains relatively concentrated.

This imbalance has several implications. High-quality assets clear efficiently and often at tight discounts or premiums, particularly when recent primary pricing exists. Lower-quality or less visible assets face limited buyer interest and wider discounts.

The result is a bifurcated market where capital is sufficient for top-tier opportunities but constrained elsewhere.

Future thoughts

Secondaries have reached a scale where they function as a parallel liquidity market to traditional exits. The main factors are:

• Extended holding periods in venture-backed companies

• Persistent mismatch between liquidity demand and exit capacity

• Increasing institutionalization of capital and transaction structures

At the same time, the market remains uneven. Liquidity is concentrated, capital is not uniformly distributed, and pricing remains fragmented outside the most active assets.

The current state can be summarized as follows: secondaries have achieved scale in transaction volume, but not yet breadth in participation or consistency in liquidity.

That gap is the defining feature of the market today and the main variable that will determine how it develops from here.

Source: STIFEL REPORT - MARCH 2026

The private markets are undergoing a quiet but profound transformation. As the path from venture funding to public listing grows longer and more uncertain, a new mechanism has stepped in to fill the gap — the company-led secondary transaction. What was once considered a niche, even stigmatised, corner of private finance has rapidly evolved into a structural pillar of the venture capital ecosystem, standing alongside IPOs and M&A as a mainstream source of liquidity.

In 2025, company-led secondary transaction volume reached $77bn globally, up from $60bn the prior year — and for the first time, meaningfully surpassing Tech IPO volumes. This is not a temporary aberration. It is the product of deep structural shifts in how companies grow, how talent expects to be rewarded, and how institutional capital seeks exposure to private innovation.

The Problem: Companies Are Staying Private Longer

To understand why company-led secondaries have become so important, one must first understand the environment that created the demand for them.

The median age at IPO during the dot-com era was six to eight years. Today, many of the world’s most valuable private companies have been operating for well over a decade without a public listing. Klarna, which completed its NYSE debut in 2025, had been private for twenty years. Stripe, founded in 2010, has consistently deferred its IPO while conducting regular secondary liquidity events instead. OpenAI, despite being the world’s most valuable startup, remains private with a $500bn valuation.

This is the “Private for Longer” phenomenon — and it is no accident. Record levels of secondary dry powder allow companies to finance research and development and acquisitions via private rounds, strategies once reserved for public companies. Regulatory changes, including the JOBS Act and Accredited Investor Updates in the United States, and the ECSPR and 150-0 B ter frameworks in Europe, have further improved conditions for private companies to remain outside public markets.

The consequence of this extended private lifecycle is significant: a growing population of founders, early employees, and early-stage investors finds itself holding substantial paper wealth with no clear path to liquidity. By the time a company reaches Series D, the average fully-diluted employee option pool can represent 18 to 20% of shares outstanding. That is an enormous amount of value locked away from the people who helped create it.

What Is a Company-Led Secondary Transaction?

A secondary transaction, in the broadest sense, refers to the sale of existing securities among investors after the company’s initial issuance. Unlike a primary offering, the proceeds do not go to the company — they flow directly to the selling shareholders.

A company-led secondary takes this a step further: the company itself facilitates and controls the process, from selecting eligible sellers and buyers to setting the price and managing the timeline. This distinguishes it sharply from informal bilateral trades, where shareholders negotiate directly with buyers without company oversight, often introducing information asymmetry and governance risk.

There are three main formats through which company-led secondaries are conducted:

Tender Offers are the most structured and intensive format. The company or a third-party investor offers to purchase shares at a fixed price, within a defined window, from a pre-approved set of shareholders. The company manages every aspect of the process — pricing, investor selection, disclosure, and legal execution — ensuring transparency, fairness, and narrative control.

Hybrid Rounds combine elements of a primary fundraise with a secondary component. While new capital is raised from investors, a portion of the round is allocated to purchasing existing shares from current shareholders. This allows companies to address liquidity needs without running a separate, standalone process.

Bilateral Transactions are more informal arrangements, where the company facilitates direct trades between shareholders and secondary investors on an at-will basis. While simpler to execute, they carry meaningful risks: information asymmetry, inconsistent pricing, and reduced control over who ends up on the cap table.

Why Tender Offers Have Become the Gold Standard

Among these formats, structured tender offers have emerged as the preferred mechanism for mature growth-stage companies. The reasons are both practical and strategic.

From a seller’s perspective, the fixed price and regulated process provide predictability — critical for institutional investors managing expectations with their own LP base. Transparency is enhanced through formal data rooms and third-party valuation exercises, which in turn attract more sophisticated buyers. And the efficiency of an established legal framework makes for cleaner, faster execution.

For the company, the advantages are arguably even more compelling. Management retains full control over the information released, protecting the company’s narrative at a sensitive moment. Perhaps most importantly, the company can exercise genuine selectivity over who purchases shares — intentionally prioritising long-term strategic investors over opportunistic capital. This is not a trivial benefit. The composition of a cap table can materially affect a company’s trajectory, its governance quality, and its positioning for a future IPO.

The numbers underscore how enthusiastically shareholders have embraced this format. In the first half of 2025, tender offers achieved a median subscription rate — the percentage of eligible shareholders who elect to sell — of 99.9%, a remarkable improvement from the 73.8% rate seen in early 2021. Participation rates among late-stage employees, many of whom have held vested shares for years without an IPO in sight, reached 65.6% at Series C and beyond.

The Mechanics: How a Tender Offer Works

A well-run company-led tender offer typically unfolds over approximately fourteen weeks, structured across five distinct phases.

The process begins with structuring the offer — a two-week phase in which the company and its advisor align on deal metrics, timing, target investor profile, and initial valuation ranges. Equally important at this stage is framing clear guidelines for employees, setting expectations around how much of their vested holdings they will be permitted to sell.

This is followed by preparing the deal, another two-week period focused on solidifying the investor universe, identifying pricing ranges through anchor investor conversations, and crafting a process architecture aligned with the company’s strategic objectives.

The longest phase — five weeks — is devoted to marketing the shares, guiding investors through a structured and competitive diligence process. Finance and legal teams are primed for execution work during this window.

In the late-stage due diligence phase, spanning three weeks, selected investors are pushed toward advanced conversations with management and the board, and key governance terms begin to be negotiated. Finally, book building and closing — the last two weeks — involves matching investor demand with selling shareholder supply and managing the final legal and board approval process.

Share pricing throughout this process follows a rigorous three-step methodology. First, a cap table snapshot and analysis establishes the current ownership structure, share classes, and preference rights. This culminates in an equity waterfall model — a mathematical representation of how value is distributed across shareholders in various exit scenarios. Second, a multi-component valuation study, grounded in board-approved projections and current market conditions, establishes acceptable pricing thresholds. Third, a granular share class pricing model applies industry-standard methodologies in conjunction with proprietary equity waterfall analysis to price each class of shares individually.

A Fundamental Shift in How Pricing Works

One of the most significant developments in the secondary market has been the evolution of pricing discipline. For much of the market’s early history, secondary valuations were anchored to the last primary round — shares were simply sold at a discount to the most recent mark. This approach is no longer adequate or accurate.

Pricing in today’s secondary market has bifurcated sharply based on a company’s last financing vintage. Companies that raised primary capital during the peak years of 2020 to 2022 are now facing median secondary discounts ranging from 33.6% to 61.5% — a steep repricing that reflects the market’s correction of valuations set at elevated multiples during the pandemic-era boom. By contrast, companies that successfully raised a primary round in 2024 or 2025 are trading at near-par, with median discounts of just 0% to 8.5%.

The direction of travel here is significant: it signals a healthy market stabilisation in which strong fundamentals and recent operating performance command a genuine premium. As one market participant put it, pricing must be grounded in fundamentals rather than anchored to outdated primary rounds, with a scenario-based approach — balancing downside protection with credible upside — now a standard expectation from sophisticated buyers.

This shift is also reflected in how volume is distributed across company stages. In the first half of 2025, late-stage deals at Series C and beyond represented 61.2% of total tender offer volume, up from just 19.8% in 2021. The secondary market has matured from a relief valve for early-stage investors into a quasi-public liquidity mechanism for some of the world’s most advanced private companies.

The Strategic Case: Why CFOs Are Embracing Secondaries

For growth-stage CFOs, managing a heterogeneous cap table has become one of the most consequential and demanding aspects of the role. By the time a company reaches late stage, the cap table typically includes early employees seeking liquidity to finance personal expenses, founders with a disproportionate share of their net worth tied up in illiquid stock, seed and early-stage VC funds relying on distributions to serve their LP base, family offices with flexible but distinct timelines, growth and private equity funds expecting ambitious outcomes and carrying significant governance protections, and in many cases, investors from the 2021 and 2022 vintage who may be averse to realising a loss.

Managing this constellation of incentives — while staying focused on executing business strategy — is an overwhelming undertaking. Company-led secondary programmes offer CFOs a structured mechanism to address these pressures proactively.

The benefits are multiple. Cycling out disaffected early-stage investors simplifies the cap table, reduces governance friction, and protects future IPO pricing from the downward pressure that can arise when locked-up shareholders rush to sell the moment a post-IPO restriction period expires. Structured tender offers also allow companies to attract new cornerstone investors who bring strategic value, industry expertise, and long-term capital — partners who can enhance credibility with financial markets ahead of a public offering.

And there is the talent dimension, which may be the most urgent consideration of all. In an era of fierce competition for top technical and operational talent, publicly-listed companies can offer liquid equity as part of compensation packages. Private companies that cannot offer any pathway to liquidity are at a structural disadvantage. Recurring secondary liquidity programmes — like those institutionalised by SpaceX, Stripe, Revolut, and OpenAI — are increasingly viewed not as perks but as essential retention and alignment mechanisms.

OpenAI and Stripe: Case Studies in Secondary Strategy

Two recent examples illustrate how sophisticated companies are deploying secondary programmes strategically.

OpenAI’s 2025 liquidity programme was driven as much by retention urgency as by capital need. By July 2025, Pitchbook analysis had identified that over 25% of key research and leadership staff had departed within two years, creating acute pressure for a liquidity event to compete with the compensation packages of publicly-listed rivals. By October, OpenAI had closed a $6.6bn tender offer — out of $10.3bn authorised — at a $500bn valuation, led by SoftBank Group, Thrive Capital, and Dragoneer Investment Group. The outcome was dual: it solidified OpenAI’s status as the world’s most valuable startup while resetting the retention baseline by delivering tangible liquidity to long-term employees.

Stripe’s journey is equally instructive. After executing a $6.5bn Series I raise in March 2023 at a $50bn valuation — nearly 50% below its 2021 peak of $95bn — Stripe steadily rebuilt its secondary valuation through disciplined fundamentals and systematic liquidity management. By March 2025, it finalised a broad-based tender offer at $91.5bn, nearly recovering its previous high-water mark. By February 2026, Stripe had closed a further secondary round at $159bn — a remarkable demonstration of how a well-managed private company can use secondary markets to both reward shareholders and signal value, without ever needing to go public.

Institutional Capital Transforms the Buyer Landscape

The rapid growth of company-led secondaries has been matched by an equally rapid evolution on the buy side. The secondary buyer universe now spans four broad categories of investor.

Growth and crossover funds use direct secondaries to increase their positioning in portfolio companies or secure access to top-tier assets at attractive entry points, often using secondary positions as a bridge to future primary rounds or IPOs. Family offices have established themselves as active liquidity providers, scaling exposure as the market becomes more structured. Pension funds and sovereign wealth vehicles — including institutions such as ADIA, GIC, Temasek, and Mubadala — participate in the largest and most well-scaled company-led rounds. And a rapidly growing cohort of dedicated secondary funds and strategies, ranging from pure direct secondaries vehicles to global institutional allocators with specialist venture programmes, provide flexible capital across a wide range of deal sizes and structures.

The entry of the world’s largest asset managers has been particularly significant. Goldman Sachs’ acquisition of Industry Ventures — a specialist with $7bn in assets under management and 25 years of industry history — represented a watershed moment, signalling that secondaries have become a necessary entry point into the innovation economy. BlackRock has filed for a dedicated venture secondaries fund. Morgan Stanley, via EquityZen, and Charles Schwab, via Forge Global, have acquired the distribution infrastructure to channel accredited and retail investor capital into the asset class. Dedicated US VC secondary dry powder has nearly doubled since 2022, reaching $6.4bn in 2024.

The Road Ahead

The structural forces driving the growth of company-led secondaries show no signs of abating. Traditional exit windows, while recovering, remain top-heavy. Headline IPOs like Klarna’s $17bn NYSE debut, Figma’s $56bn listing, and Coreweave’s $19bn valuation signal resurgent institutional interest — but deal counts remain well below peak levels, and the backlog of excellent private companies with IPO ambitions continues to grow.

In this environment, secondary liquidity is no longer a stopgap. It is a permanent feature of the private market landscape — a governance tool, a talent strategy, a cap table management mechanism, and an institutional asset class in its own right. The historical stigma that once attached to partial liquidity for founders and employees has been replaced by a recognition that structured secondary programmes are a sign of organisational maturity, not distress.

For any late-stage private technology company, the question is no longer whether to offer secondary liquidity, but how to do it well. The answer, increasingly, is through company-led, advisor-facilitated tender offers — structured, transparent, and strategically disciplined processes that align the interests of employees, early investors, management, and the long-term shareholders who will carry the company toward its ultimate exit.

Data and insights sourced from Stifel’s Company-Led Secondaries Report, March 2026.

The focus is LP-led only. No GP-led, no preferred equity.

1. Market Activity

Volume: a big year, with a range of estimates

LP-led transaction volume in 2025 came in somewhere between $110 billion and $125 billion, depending on which report you read. Campbell Lutyens puts it at $121 billion. Jefferies at $125 billion. Lazard at $117 billion. Coller, citing Evercore data, says $110 to $120 billion.

The range reflects different survey populations and different views on how to count borderline structures like NAV facilities. It is not a sign of disagreement on direction. Everyone agrees LP-led volume grew sharply year on year, somewhere between 44 and 54 percent.

As a share of total secondary market activity, LP-led sits at roughly 50 to 54 percent. Campbell Lutyens and Coller put it at 54 percent. Jefferies puts it at 52 percent. Lazard puts it closer to 50 percent. The slight disagreement matters because the GP-led market was also growing fast, so the LP share was holding steady rather than expanding.

All four agree

LP-led volume hit an all-time high in 2025. The market grew by roughly half in a single year. H2 was materially stronger than H1 across all sources.

What drove the volume

The core driver is simple: LPs have not been getting their money back from PE funds. Distributions to paid-in capital (DPI) have been running below historical norms since 2022, as the exit environment for fund managers stayed difficult. Rather than waiting, more LPs decided to sell positions in the secondary market to generate their own liquidity.

This was not a distressed dynamic. It was portfolio management. The seller mix shifted noticeably toward institutions using the secondary market as a planned, recurring tool rather than a last resort. Coller makes this point directly, noting that one in two LP-led sellers in 2025 was a repeat seller. Jefferies puts the repeat rate at roughly 60 percent. Campbell Lutyens describes the normalization of what it calls programmatic selling across LP types.

The other driver was overallocation. Public market performance in 2022 and 2023 left many institutional investors with their private equity allocations sitting above target as a percentage of total portfolio. Selling into a strong secondary market helped rebalance.

2. Transaction Pricing Analysis

Overall level

Average LP portfolio pricing in 2025 settled at roughly 86 to 87 percent of NAV, a decline of roughly 100 to 200 basis points from 2024. Campbell Lutyens quotes 86.4 percent (a 13.6 percent average discount). Jefferies quotes 87 percent. Lazard does not give a single headline number but describes a modest softening. Coller says quality portfolios transact in the 90 cents range.

The softening is real but modest. The main reason for the decline is not weaker demand. It is a shift in what was being sold. More tail-end and older vintage funds came to market in 2025, and those clear at wider discounts than mid-life or young portfolios. The average vintage of buyout funds sold moved from 2018 in 2024 to 2016 in 2025, according to Jefferies.

Where pricing moved most

Venture and growth equity saw the biggest positive movement. Campbell Lutyens records a 640 basis point improvement. Jefferies records 300 basis points. The numbers differ because of how they weight the underlying transactions, but the direction is consistent. The stabilisation of tech valuations and the AI momentum in 2025 helped narrow bid-ask spreads, particularly for top-tier managers where secondary buyers now have more confidence in terminal valuations.

Energy also improved materially, up roughly 480 basis points according to Campbell Lutyens, driven by geopolitical interest in oil and gas and the power demand tied to AI data centres.

Credit held the best average pricing of any strategy. Growth in secondary supply for credit lagged the demand coming from dedicated credit secondary funds and generalist buyers seeking exposure to direct lending, which kept pricing tight.

Real estate remained the laggard. Elevated financing costs, structural problems in the office sector, and general uncertainty around valuations kept buyer appetite cautious. All four sources describe this consistently.

The evergreen premium

Evergreen and semi-liquid vehicles paid above market for LP portfolios in 2025, but the premium narrowed. Campbell Lutyens quantifies it at 334 basis points above the market average. That is down from 403 basis points in 2024. Jefferies and Lazard both note the compression. Coller observes that wealth capital still accounts for less than 10 percent of secondary market funding and that these vehicles tend to behave rationally, co-investing alongside flagship funds rather than paying irrational premiums.

3. Transaction Activity Analysis

Type of sellers

The seller base broadened noticeably in 2025. Every LP type sold more in 2025 than in 2024, according to Campbell Lutyens. But the mix shifted.

Pensions and sovereign wealth funds

These two categories remained the largest source of LP-led supply. Pensions accounted for roughly 29 to 34 percent of LP-led volume depending on the source. But what stood out in 2025 was the surge in sovereign wealth fund activity. Campbell Lutyens records an 18-fold increase in SWF selling dollars year on year. Jefferies similarly flags SWFs as a major contributor alongside pensions. The driver was strategic reweighting, not distress. Large SWFs in Asia and the Middle East decided to reduce private equity exposure, and given their scale, even modest allocation shifts produced sizeable secondary portfolios.

Endowments and foundations

This category doubled its selling volume according to Campbell Lutyens. Jefferies puts the category at 12 percent of LP-led volume. US tax policy uncertainty in 2025 was a trigger for several larger endowments, alongside a broader reassessment of private equity return expectations and liquidity profiles. Lazard and Coller both note this category as one of the faster-growing seller types.

Asset managers and fund of funds

Asset managers remained a meaningful seller category, driven by the winding down of legacy fund of funds vehicles. Campbell Lutyens notes a 25 percent increase in dollar volume from this group, as managers cleared out older vehicles skewed toward tail-end vintages. Jefferies puts asset managers at 22 percent of LP-led volume.

Family offices

Family offices expanded their participation. Campbell Lutyens records 8 percent of LP-led volume from this category, up from 3 percent in 2024. Jefferies puts them at 5 percent. Both agree the direction is up. These sellers tend to be less institutionalised in their secondary market approach, so their increased activity reflects the growing ease of transacting and the normalisation of the tool.

First-time vs repeat sellers

Jefferies reports that 40 percent of LP-led participants in 2025 were first-time sellers. Coller puts the repeat seller rate at 50 percent. Campbell Lutyens describes the broadening more qualitatively but draws the same conclusion. The two observations are consistent: the market is simultaneously attracting new participants and deepening engagement with existing ones.

Synthesis

The seller base in 2025 was more diverse than in any previous year. The growth came not from one LP type but from several simultaneously, each driven by its own motivation. SWFs were doing strategic reweighting. Endowments were managing liquidity and tax concerns. Asset managers were winding down legacy vehicles. Family offices were using the market for the first time. This breadth is structurally significant because it means LP-led supply is no longer driven by a single trigger, making it more durable.

Strategy of funds sold

Buyout funds dominated LP-led volume in 2025, accounting for roughly 70 to 71 percent of total value across all four sources. Within buyout, there was a shift toward mid-market and small-cap, which Campbell Lutyens attributes to increased buyer coverage of those segments. Jefferies confirms the buyout dominance.

Venture and growth equity doubled in dollar terms from 2024 to 2025, reaching around $12 billion according to Campbell Lutyens. Better pricing dynamics, particularly for well-traded managers, made sellers more willing to transact. Jefferies puts venture at 12 percent of total LP-led volume.

Infrastructure and private credit each reached record LP-led volumes. Campbell Lutyens records $9 billion for infrastructure (up 77 percent) and $8 billion for private credit. The growth here reflects the maturation of specialist buyside strategies in these asset classes. Buyers who previously would not have known how to underwrite an infrastructure or credit portfolio now have dedicated teams, which clears the market more efficiently.

Vintage of funds sold

2025 saw a clear shift toward older fund vintages. Funds ten years or older accounted for 19 percent of LP-led volume, up from 14 percent in 2024, and represented a $12 billion increase in absolute dollar terms according to Campbell Lutyens. Jefferies confirms the average vintage of buyout funds sold moved backward by two years.

The cause is LP fatigue. Investors who expected exits from their 2014 to 2016 vintage funds by 2022 or 2023 are now in 2025 still holding these positions. The opportunity cost of holding tail assets with limited remaining upside has become too high. Campbell Lutyens puts it directly: LPs are fatigued waiting for exits and recognise the opportunity cost of holding tail assets.

The vintage shift also explains part of the pricing softening. Tail-end funds clear at wider discounts because there is less upside, less time, and more limited buyer familiarity with the underlying portfolio companies.

4. Target Returns Analysis

What buyers are targeting

Secondary buyers in the LP-led market are not all targeting the same return. The profile varies significantly by strategy, and the reports give a consistent picture of that dispersion even if the precise numbers differ by methodology.

For buyout funds, the consensus net IRR target sits in the 15 to 20 percent range, with most buyers clustering around 17.5 to 20 percent. Net multiple targets are typically 1.75 to 2.25x. Campbell Lutyens reports that buyout underwriting remained broadly consistent with 2024, with liquidity expected slightly earlier.

For credit funds, return targets are lower by design. Buyers are seeking 10 to 15 percent net IRR and 1.25 to 1.50x net multiples. The lower return expectations reflect the different risk profile: senior direct lending portfolios have less upside but considerably more downside protection. Campbell Lutyens notes that credit experienced some compression in return expectations in 2025 due to increased competition.

For venture and growth equity, targets are higher to compensate for binary outcomes and valuation uncertainty. Most buyers target 20 percent or above on an IRR basis, and 2.25x or above on a multiple basis. The improved pricing environment in 2025 required buyers to accept some compression, but the return expectations remain at the higher end of the LP-led spectrum.

Infrastructure buyers target the middle of the range, roughly 12.5 to 17.5 percent IRR and 1.50 to 1.75x net multiple, reflecting the long-duration, yield-oriented nature of the asset class.

Movement from 2024 to 2025

Campbell Lutyens tracks year-on-year changes in target returns and reports a nuanced pattern. IRR targets edged up slightly for most strategies, while multiple targets softened slightly. This reflects a shift in emphasis toward near-term liquidity. Buyers are placing more weight on getting capital back quickly and less weight on terminal multiple. It is consistent with the broader DPI focus across the market.

Energy was the outlier. Target returns in energy fell meaningfully (around 470 basis points on a multiple-adjusted basis) as improving macro conditions made energy assets less discounted and buyer confidence grew. The 2025 macro backdrop, including geopolitical energy security concerns and AI power demand, made energy a more mainstream LP-led category.

5. LP Pricing Trends

The quality premium

The single most consistent finding across all four reports is that quality commands a premium. Top-quartile large-cap and mid-market buyout funds continued to price at near par or at premium in 2025. First-lien credit portfolios cleared in the low 90s or at par. High-quality infrastructure transacted at single-digit discounts.

The average discount widened not because high quality got cheaper but because the mix of what was sold shifted toward lower-quality and older-vintage assets. If you strip out tail-end and distressed-adjacent portfolios, pricing for core buyout was broadly stable year on year.

Vintage sensitivity

Pricing in 2025 was steeply sensitive to fund age. Jefferies quantifies this directly: funds under five years old averaged 95 percent of NAV. Tail-end funds over ten years old averaged 73 percent. That is a 22-point spread based purely on age. The implication for sellers is that waiting costs money. An LP sitting on a 2014 vintage fund in 2025 is accepting a 27-cent-on-the-dollar haircut to exit. That is a deliberate choice, driven by the opportunity cost of holding and the desire to redeploy into newer vintages.

Geographic pricing

North American assets commanded the highest average pricing in 2025. Jefferies puts the average for North American LP portfolios at 88 percent of NAV. European assets averaged 86 percent. Asian assets averaged 56 percent, reflecting the geopolitical and macro uncertainty in the region.

The EMEA picture is worth noting specifically. Campbell Lutyens observes that fewer EMEA funds were sold in 2025, and attributes this to improved sentiment toward European PE. European valuations have been more conservative than US equivalents, and with rates coming down, LPs who held European positions saw improved perceived upside. Coller takes a different view, describing European LPs as increasingly proactive and willing to accept discounts. Lazard notes a modest decline in European GP-led volume alongside some geopolitical pressure. The disagreement is real. The most likely reconciliation is that some European LPs held on while others, particularly those with specific liquidity pressures, became more willing to transact at modest discounts.

Deferred payments

The use of deferred payment structures increased in 2025. Campbell Lutyens reports that 64 percent of buyers used deferred structures, up from 60 percent in 2024, and that the average deferral period extended from 8 to 10 months. Jefferies puts the prevalence at 23 percent of transactions, with deferral structures improving pricing by around 300 basis points for sellers. Lazard reports a similar trend, with longer payout periods and a greater proportion of consideration deferred.

The logic is straightforward. Sellers want higher optical pricing. Buyers are willing to pay it if some of the consideration is deferred, because the time value of money benefits the buyer. It is effectively a financing arrangement embedded in the transaction structure. The increase in its use reflects the market finding efficient ways to bridge bid-ask gaps without either side having to fully concede.

6. 2026 Market Sentiment and Outlook

Volume expectations

All four sources expect LP-led volumes to grow further in 2026. The specific numbers vary. Campbell Lutyens expects the overall secondary market to exceed $250 billion, with LP-led volume continuing to grow as a structural component. Jefferies sees line of sight to total market volume approaching $300 billion within 12 to 24 months, with H1 2026 alone expected to exceed $100 billion based on deal backlog. Lazard forecasts $275 billion for the overall market. Coller cites a backlog significantly higher than the prior year as supporting evidence for continued momentum.

What will drive LP supply in 2026

The DPI shortfall that drove sellers to market in 2025 has not been resolved. The M&A and IPO markets improved in 2025, but not to a level that fully addressed the backlog of unrealised assets sitting in PE funds from the 2015 to 2020 vintage years. Campbell Lutyens points out that M&A activity is projected to increase in 2026 but will still struggle to meet LP liquidity needs.

Jefferies makes a specific observation: of the roughly 12,000 US companies held in PE funds, around 8,000 are four years old or older. In 2024, only 1,500 exited. The gap between the stock of mature assets and the pace of exits is the structural driver of LP-led supply, and it is not going away quickly.

Mid-sized and smaller LPs are expected to become more active sellers in 2026. Campbell Lutyens describes this as growing sophistication, with smaller institutions adopting the same programmatic selling strategies previously seen only among large pension funds. Lazard makes the same observation.

Pricing in 2026

The consensus is that pricing will remain broadly stable. Campbell Lutyens reports that 70 percent of buyers expect LP-led pricing to be roughly unchanged in 2026. Jefferies puts it similarly. The macro environment, with stable public markets and gradually declining interest rates, is supportive. Sellers of quality assets will continue to find strong demand.

The caveat is the vintage mix. If LP-led supply in 2026 continues to skew toward older and more tail-end portfolios, average pricing will drift down further even if individual high-quality portfolios hold firm. The market is not getting cheaper at the top end. It is seeing more volume at the lower end, which pulls the average down.

The LP-led vs GP-led question

One genuine point of disagreement across the reports is whether LP-led will retain its majority share or whether GP-led will surpass it. Campbell Lutyens expects LP-led to stay ahead. Lazard predicts GP-led will surpass LP-led in 2026. Jefferies sits in the middle. Coller emphasises that GP-led is growing faster.

The resolution probably depends on how large GP-led transactions become. If sponsors continue to run $3 to $5 billion multi-asset continuation vehicles, GP-led volume can grow rapidly even if the number of transactions does not. LP-led volume is more diffuse, coming from thousands of sellers across the LP base. Both markets are growing. The share question is less important than recognising that supply on both sides is structurally supported.

Synthesis: What the Four Reports Add Up To

• Reading all four together, the picture that emerges for LP-led secondaries is coherent even where the numbers differ.

• LP-led is now a mainstream portfolio management tool. The destigmatisation is essentially complete. Half or more of sellers in 2025 had done it before. The market is no longer driven by distress or forced sales. It is driven by rational decisions about opportunity cost, overallocation and liquidity needs.

• Volume growth in 2025 was real and broad-based. It came from multiple seller types simultaneously, across multiple geographies and strategies. That breadth makes the growth durable rather than episodic.

• Pricing held up well at the quality end. The average softened because the mix of what was sold included more tail-end and older vintage assets. Buyers have not become less willing to pay for quality. They have become more selective about what they will pay full price for.

• The structural supply driver, which is the gap between the stock of mature PE assets and the pace of traditional exits, remains in place going into 2026. The M&A and IPO improvement in 2025 helped but did not close the gap. LP-led secondary volume will continue to grow as a consequence.

• The main uncertainty for 2026 is not on the supply side. It is on the demand side. Secondary fundraising needs to keep pace with rising supply. If it does, pricing holds. If it does not, discounts widen. Campbell Lutyens estimates $130 to $145 billion will be raised for secondaries in 2026. If that capital gets deployed, the market absorbs the supply and pricing remains broadly stable. That is the base case. It is also not guaranteed.

Sources: Campbell Lutyens Secondary Market Overview Report (FY 2025), Jefferies Global Secondary Market Review (January 2026), Lazard Secondary Market Report 2025 (February 2026), Coller Capital Secondaries: Capitalising on the Wave (December 2025). All data points cited in this piece are drawn directly from these four reports. Where sources disagree, both views are presented.

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