Carta administered 71 tender offers worth about US$3bn in H1 2026, the highest first-half figures in at least six years.
Tender pricing is anchored to primary rounds, not algorithms: most price at or above the last round's valuation.
OpenAI's roughly US$7bn employee buyback in August 2026 shows the largest AI companies using tenders to manage liquidity ahead of potential listings.
As late-stage companies stay private for longer, equity compensation has become harder to value and harder to use. Employees at companies worth hundreds of billions of dollars can hold substantial paper wealth with no route to cash. Company-sponsored tender offers have become the main answer.
Tender activity at a multi-year high
Carta, which administers tender offers for private companies, reported 71 tenders in H1 2026 with combined transaction volume of about US$3 billion, the highest first-half figures in at least six years [1]. Transaction count rose 34% year on year and total value rose 200% [1]. Nearly 70% of the tenders were run by companies at Series C or later, and the median offering size for those companies reached US$28.5 million, against US$8.5 million for companies from seed to Series B [1].
Table 1: Tender offers administered on Carta, H1 2026
| Metric | Value |
|---|---|
| Number of tender offers | 71 (+34% year on year) |
| Combined transaction volume | ~US$3bn (+200% year on year) |
| Share run by Series C+ companies | Nearly 70% |
| Median offering size, Series C+ | US$28.5m |
| Median offering size, seed to Series B | US$8.5m |
| Median subscription rate (Q2 2026) | 93.1% |
| Median seller participation rate (Q2 2026) | 57.9% |
| Median discount, tenders 12+ months after a primary round | 0% (fifth consecutive half-year) |
Source: Carta, “Tender-offer activity reaches a four-year high as startup liquidity needs continue to mount” (20 Aug 2026) [1].
Participation has also become routine. The median subscription rate in Q2 2026 was 93.1% and the median seller participation rate 57.9%, with participation up more than 20 percentage points since Q1 2021 [1].
The mega-cap version
At the top of the market, tenders have become very large. OpenAI completed a transaction of roughly US$7 billion in August 2026, buying back shares from current and former employees at an US$852 billion valuation, unchanged from its March funding round, rather than bringing in outside buyers, according to Bloomberg and CNBC [2][3]. It followed a US$6.6 billion employee share sale at a US$500 billion valuation in October 2025 [4]. TechCrunch noted that such transactions let employees realise the value of their equity without the burdens of a public listing [5].
How tenders are actually priced
Despite the language sometimes used to describe them, tender offers are not typically priced by algorithm. Carta's data show that most tenders are priced at or above the company's most recent primary-round valuation, often because they are run shortly after a financing so that a market transaction sets the price [1]. For tenders held at least a year after a primary round, the median discount has been 0% for five consecutive half-years, although at least a quarter of such tenders in H1 2026 carried a double-digit discount [1]. Law firm Gunderson Dettmer similarly found that tender prices matched the most recent preferred-stock financing in 60% of the deals it reviewed, and that where a discount applied it was usually more than 10% [6].
Secondary-market pricing does serve as a reference point, both for boards setting terms and for employees deciding whether to sell. The tender price itself, however, is a company decision informed by recent rounds, investor demand and valuation advice. It is also distinct from the independent 409A valuations that US companies obtain for tax purposes when granting options; the two serve different functions.
Retention, with trade-offs
Tenders serve several purposes. They help employees diversify, reduce pressure for a premature exit, and give companies more control over their capitalisation tables. Investors quoted by Carta describe tenders as a tool for retaining and attracting talent as companies stay private longer [1]. Limits are typical: Gunderson Dettmer found that the median share of vested holdings current employees may sell is 20% [6].
The trade-offs are real. Company-funded buybacks use cash that could otherwise fund growth. Frequent tenders can create expectations that are hard to withdraw. And participation limits mean tenders complement an eventual exit rather than replace it. One investor quoted by Carta argues that the best programmes treat tenders as a strategic tool rather than a standing commitment [1].
Implications for the secondary market
Tenders and open secondary trading are increasingly connected. According to Carta, buyers in tenders overlap heavily with investors in primary rounds, including growth funds, asset managers and hedge funds, and increasingly family offices and high-net-worth individuals [1]. For those investors, company-sponsored tenders offer something that open-market trades often cannot: issuer approval, standardised documentation and a defined information set.