Ask for the Software Spread Before Selling Startup Shares

If you are holding private software shares and a buyer has sent a quote, the tempting number is the last round mark. The dangerous number is the current software bid-ask spread. A busy secondary market can still leave you with a quote below the price you saw in your last financing.

Before you accept an offer for pre-IPO stock, ask what buyers are actually paying for software shares today. The spread is the entry fee: the distance between what a buyer will bid and what a seller will ask. In secondary markets, a bid is the highest price a buyer will pay, and an ask is the lowest price a seller will accept. In a thin market, that gap can swallow a discount.

You do not need a legal opinion to ask. You need a buyer who can explain the number. If the quote is only a percentage below the last round, ask for the current bid. It turns a vague discount into a market fact. A clear answer gives you a number to test.

The trap is the last round mark

Founders and employees anchor to the last round because it is the number on the cap table, or ownership ledger. That number is a financing price, not a live sale price. A private stock quote can be lower when buyers are cautious, even if total secondary volume is high.

First-half 2026 secondary volume reached $124 billion, about 28% higher than the prior year and a record for a first half. The twelve-month total through June 2026 stood near $260 billion, twice the 2021 level. Those totals are liquidity context, not price.

General-partner-led, or fund-manager-led, secondary deals reached $61 billion in the first half of 2026, and limited-partner-led, or investor-led, secondary transactions reached $63 billion, each a new high. GP-led dry powder, or available capital, for the second half stood at $77 billion.

Run the quote check before you sign

When a buyer sends a quote, do not start with the last round mark. Start with the spread.

• Ask for the software bid-ask spread. Ask the buyer to name the current bid and ask for your company or a close software peer set. If the buyer will not name the spread, ask for recent transactions in that same set. A usable answer is a number or a range, not a vague statement that the market is strong.
• Compare the quote to that spread. Put the offer next to the bid, the ask, and the last round mark. The test is whether the quote is inside the spread, below the bid, or only below the last round.
• Treat the liquidity numbers as context. Use the market totals to judge whether buyers are present, not to set your price. A busy market helps you sell, but it does not guarantee a mark.
• Expect a lower offer than the last round if the spread is widening. A wider gap between bid and ask means buyers are less willing to pay the seller's number. Adjust your expectation before negotiating, not after the quote arrives.

The mistake is accepting a quote because the market is busy. Volume shows that buyers are present. The spread shows what those buyers will pay for your software shares.

A wider spread means a lower offer

Software shares are sensitive to valuation changes. Software valuation adjustments and geopolitical uncertainty tempered second-quarter 2026 secondary market activity. If buyers are pulling back on software valuations, the bid can fall even while overall volume stays high.

The 2026 secondary market is forecast to reach $275 billion. A full-year forecast is market-level context. Judge your quote against the software spread, the last round mark, and the buyer's stated bid. If the spread is wide, negotiate from the bid.