How Equity Value is Determined in a Private SaaS Company

If you have shares or options in a private company that sells SaaS you may have the number at the top of your cap table, but there’s no ticket that you can look to for price verification. The valuation of a private equity is based two ways: a 409A that your company pays for to be carried out once or twice a year, and any amount that a buyer will pay you on the secondary market today. There can be big differences between what each comes up with. This August 2026 guide examines how the main secondary market handles pricing, fees and access.

1. Forge Global

Pricing/fees: Direct secondary trade fees are 2% to 4%; fund vehicles have a separate placement fee. There are no costs involved when setting up an account to browse.

Accreditation requirements: The standard SEC accreditation requirements apply being a net worth of $1 million (excluding property), income of $200,000 per year as an individual or $300,000 jointly, or a valid FINRA license.

ROFR and company consent processes: Direct trades require crossing the issuer’s right of first refusal window.

409A Valuations vs marketplace pricing: Forge Global’s indicative price has diverged from executed trades elsewhere by more than 50% for the same company. Treat both 409A and indicative marks as estimates rather than settlement prices.

Tender offers vs continuous marketplace trading: Forge Global provides tender offers as well as a continuous bid/ask matching interface.

Lock up periods and transfer restrictions: Post IPO lock ups will be around 180 days.

Use cases: Departing employees, funds rebalancing for latter allocations, and estate and tax diversification will all benefit from using this service.

Pros/cons of secondary sales vs waiting for an IPO: More than 32,000 trades completed on Forge Global’s platform across more than 600 private companies mean deep markets for large trades. A minimum trade size of $100,000 makes it non-viable for smaller holders.

Kin specific context: No public available information on coverage of Kin stock. Coverage will be dependent on the existence of inventory listed on their platform.

2. Hiive

Pricing/fees: Hiive’s June 2026 CRS Form shows buyers fee of 4.85% and commission for sellers going up to 5.75% with fees dropping for larger trades.

Accreditation requirements: Standard SEC accredited investor rules are enforced by requiring validation at the time of account creation. This includes a $1 million net-worth or income of $300,000.

ROFR and company consent processes: Direct transfers are still subject to issuer consent and right of first refusal. Hiive Funds, special purpose vehicles managed by Sydecar, can overcome these issues since the fund holds the position and transfer can happen without each new investor individually being subject to ROFR.

409A Valuations vs marketplace pricing: Hiive maintains a live order book and a Hiive50 index providing sellers with current bid data that they can compare against a potentially months old 409A.

Tender offers vs continuous marketplace trading: Instead of scheduled trading windows, where the price remains constant through multiple trades, Hiive provides continuous price matching throughout the day with frequent company updates on its LinkedIn page.

Lock up periods and transfer restrictions: The $25,000 minimum trades restriction, goes up to $100,000 to $250,000 for high-demand transfers; the specific transfer term is determined by each issuer.

Use cases: Holders seeking active bids, and estate planners and tax specialists looking to rebalance portfolios against real-time data rather than 409A valuations up to 15 months prior. The liquidity thesis on Kin is used by holders and planners for these purposes.

Pros/cons of secondary sales vs waiting for an IPO: The amount of companies and monthly trading volume on the platform indicate sellers have good odds of receiving bids without the wait for an IPO. However, Hiive has less of a track record than NASDAQ-listed markets since it only came to be in 2021.

Kin specific context: Kin is a US DTC insured founded in 2016, and represents the type of late-stage company where secondary data tells a more concurrent story than a year-old 409A.

3. EquityZen

Pricing/fees: Since acquisition by Morgan Stanley in January 2026, fees are reduced by up to 2.5% up to $1 million and 2% on sales above $1 million for both buyers and sellers.

Accreditation requirements: Standard SEC accredited investor requirements apply, reviewed at the onboarding stage.

ROFR and company consent processes: Most private transactions occur via EquityZen’s fund which deals with ROFR ahead of time (at the fund level).

409A Valuations vs marketplace pricing: Pricing within the fund is based on recent transaction data, which can be much higher than the 409A valuation provided by the target company.

Tender offers vs continuous marketplace trading: EquityZen conducts deal-by-deal private fund offerings with defined closing windows, rather than a live marketplace order book.

Lock up periods and transfer restrictions: Investors in private funds should plan to hold for two to five years with limited liquidity options along the way.

Use cases: First time pre-IPO buyers of private shares.

Pros/cons of secondary sales vs waiting for an IPO: EquityZen states a 74% return on its realized private equity investments, though unresolved positions are excluded and the figure isn’t annualized. Fund investors need to prepare K-1 tax documents, and won’t have the ability to vote or transfer shares in the target company directly.

Kin specific context: EquityZen have not produced their own research into Kin’s potential.

4. Nasdaq Private Market

Pricing/fees: No publicly published retail fee structure. Nasdaq Private Market is an institutional focused platform with an equitable fee model that splits costs between buyers and sellers. Fees are published upfront inside the platform but are not available publicly.

Accreditation requirements: Primarily institutional and accredited investors, a smaller gate than retail-facing trading.

ROFR and company consent processes: Every tender is company-sponsored, which sets up timing parameters, structures and participant eligibility.

409A Valuations vs marketplace pricing: The company markets its own comparable tender analysis that pools tender data from more than 1,00 programs to better inform the structure or placement of a company’s own internal 409A.

Tender offers vs continuous marketplace trading: This is NPM’s primary product, and volume peaked at nearly $15 billion in 2025, up from $3 billion in 2023. There is no public order book in between trades.

Lock up periods and transfer restrictions: Users are completely locked out from selling when there isn’t a company-facilitated tender offer.

Use cases: useful for companies which are large, private and are running structured, board-sanctioned, on-demand private market programs, not individual investors who are selling their stock to private individuals.

Pros/cons of secondary sales vs waiting for an IPO: Nasdaq ownership and robust internal buy-side tender data offer institutional credibility, while an employee cannot directly sell and requires the company at which they are employed to offer a program.

Kin specific context: NPM has not released Kin-specific data, and only company commissioned reports are made accessible.

5. Carta

Pricing/fees: The price for CartaX liquidity programs and tender administration is separately quoted based on volume.

Accreditation requirements: Carta Capital Markets, the FINRA-registered broker-dealer applies standard accredited investor checks to participants.

ROFR and company consent processes: Built into the same cap table and approval system the company is already using, so ROFR and approval logic runs automatically.

409A Valuations vs marketplace pricing: Carta offers both a 409A service and facilitates the tender offering based on it, which is efficient but leaves the companies single-sourcing their valuation and liquidity process.

Tender offers vs continuous marketplace trading: Support scheduled tenders but can implement on-demand quarterly liquidity windows instead of once-off events.

Lock up periods and transfer restrictions: The lock-up period is determined by the company’s stock plan documents and is automated on CartaX.

Use cases: Companies currently using Carta to manage their capitalization table are likely candidates for such a liquidity program.

Pros/cons of secondary sales vs waiting for an IPO: No reconciliation required as the platform is tightly integrated with the cap table. However, Carta is not a free and open marketplace with individuals requiring their company to host the event on the CartaX platform.

Kin specific context: Carta does not provide Kin data and can only address this topic in the context of whether the company uses Carta for its equity.

Comparison Table

Frequently Asked Questions

How do I know what my private company shares are really worth?

Your last 409A should tell you, as well as if your shares are tradable on a secondary marketplace. The price on the marketplace reflects current buyer sentiment while your 409A is a view from several months back.

Am I eligible to sell my equity prior to an IPO?

Often yes, usually the only constraints are that the company has to give the green light and that there are no ROFR restrictions in your share’s purchase agreement. Online platforms like Hiive, Forge Global, and EquityZen all help pair up sellers and buyers on pre-IPO shares.

Is it required to be an accredited investor to sell private shares?

No. While the buyer is generally required to be an accredited investor for the platform, the seller isn’t required to meet any specific financial criteria.

Conclusion

The Problem: Private SaaS equity lacks public verification, creating gaps between 409A valuations and secondary market prices.

Key Takeaways: Platforms like Hiive, Forge, and EquityZen offer varied liquidity, differing by fees, minimums, and access.

Next Steps:

1. Review your latest 409A.
2. Check company ROFR rules.
3. Compare platform minimums.