EquityZen Sees Private Shares Trade 38% Below Last Rounds as AI Draws Premiums

Private-company shareholders are finding that the last fundraising valuation may not match the price they can realize today. EquityZen says its average secondary transaction traded at a 38% discount to the company’s last round, while many AI transactions traded at premiums.

What a secondary price measures

The difference is partly structural. A primary financing valuation reflects what investors agreed to pay at one moment, often for preferred stock with added rights and liquidation preferences. A secondary price is a more immediate indication of what a holder could receive for shares, according to Phil Haslett, EquityZen’s co-founder and chief strategy officer.

That is changing how companies approach liquidity. Haslett says younger private businesses are increasingly using controlled liquidity programs and tender offers to retain employees and give shareholders a path to sell. Investors, he says, are also more willing to buy through those transactions. The current balance favors founders and employees, but he expects it could shift if markets weaken.

Two vintages are setting the price

Haslett describes two cohorts. One includes companies that raised at high valuations in 2021, then had to adapt their strategies as AI changed the market. Slower growth and harder execution can show up as discounts. The other consists of AI-first companies founded from 2023 onward, which may have a cleaner market story and attract premiums when investors expect another valuation step-up soon.

Premium demand comes with financing exposure

Investor interest is extending beyond software to AI infrastructure, space technology and robotics, Haslett says. But secondary buyers still need to price the time and capital required to build factories or secure regulatory approvals, both of which can delay a valuation increase or exit.

What secondary buyers must weigh

• Companies that need more capital require investors to decide whether the opportunity justifies a longer wait and additional fundraising.
• Haslett says credit and asset-based financing have become more available for capital-intensive companies than five or six years ago.
• In an underperformance or distressed-asset-sale scenario, creditors and lenders are paid before secondary shareholders, he says.

Older software is not priced out

EquityZen’s second-quarter data showed some software companies trading at premiums again. Haslett’s explanation is execution: leaders that use AI internally, add it to customer products, and build on existing customer loyalty and domain expertise have a stronger case with investors.

A more institutional market for liquidity

Morgan Stanley announced its EquityZen acquisition in October 2025 and completed it in January 2026. Haslett also pointed to Charles Schwab’s acquisition of Forge as evidence of consolidation, which he sees as a sign of growing adoption of secondary liquidity by large financial institutions.