The Tender Offer Is Becoming a Standard Employee Benefit

Two pieces of news this week that, taken together, say something bigger about where private markets are heading.

First: Nasdaq Private Market announced the close of its first-ever employee tender offer — its first since spinning out of Nasdaq in 2021. That's a notable headline on its own, but the meta-layer is what makes it interesting. NPM is one of the specialist platforms that built its business facilitating employee tender programs for private companies. The company has executed liquidity programs for more than 900 companies over 13 years, with nearly $15 billion in tender offer volume in 2025 alone. Now it's running one for itself. The cobbler finally has shoes.

Second: Decagon, an AI-powered customer support startup, completed its first tender offer — allowing more than 300 employees to sell a portion of their vested shares at a valuation of $4.5 billion. The company is less than three years old. The tender was led by the same investors who backed its $250 million Series D less than two months earlier — Coatue, Index, a16z, Definition, Forerunner, and Ribbit. 

Decagon joins a list that's getting longer by the month. Other AI startups that have recently run employee tenders include ElevenLabs, Linear, and Clay — Clay conducted two in a nine-month period. Add Notion, Vercel, and Rippling to that cohort, and you start to see the pattern: this is no longer a mechanism reserved for Stripe, SpaceX, and Anthropic. It has moved meaningfully downstream.

The numbers back this up. PitchBook's annual US VC secondary market report put the total US venture secondaries market at an estimated $106 billion in 2025. That's not a niche corner of the market anymore. The infrastructure — platforms like NPM, Carta, Forge — has matured to support it. And increasingly, the companies themselves are treating tenders not as a one-off event but as a recurring feature of how they manage talent.

The NPM CEO put it plainly: "Tender programs are becoming a core part of how modern companies manage talent, reward long-term employees, and provide thoughtful liquidity while remaining private."

Why this matters for how we think about secondaries. The conventional framing of venture secondaries is that they're a workaround — something that picks up slack when IPO markets stall. That framing is increasingly outdated. What's actually happening is that private market lifecycles have lengthened structurally, and liquidity is being engineered into the design of private companies from earlier and earlier stages. Decagon's valuation tripled from $1.5 billion to $4.5 billion in under a year — and yet employees couldn't access any of that value creation without a transaction like this.

The Decagon tender is also instructive about investor motivation. The same VCs who led the Series D turned around and bought secondary shares in the same company weeks later. That's not a coincidence — it's conviction expressing itself through a second instrument. They want more exposure and they're using the tender mechanism to get it. For buyers in the secondary market, that kind of co-investment signal from lead VCs is exactly what you're looking for.

One thing to watch. PitchBook has noted that while tender offer volume is growing sharply, tenders aren't exits — they're a liquidity tool, not a resolution. For employees, tenders can reset option refresh cycles, reduce personal concentration risk, and create more predictable financial planning. For boards, they can relieve pressure to rush toward a public listing while still rewarding early builders. That's a healthy dynamic. But it does mean that secondary buyers still need to underwrite the path to actual liquidity — IPO, acquisition, or some future exit — not just the current mark.

The market is maturing. The platforms are built. The companies are leaning in. Tender offers as a standard employee benefit aren't coming — they're already here.

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