Learn

How private markets actually work — deal structures, valuations and the routes back to cash, explained from primary sources, with every figure dated.

Company research

Every company AXEVIL tracks has its own page with a consensus share price, valuation history, full funding table and dated sources.

• Browse all private companies

How the private market actually works

Mechanics rather than market calls: how a deal is structured, what you own when you invest through one, and when money can come back.

• What pre-IPO investing actually is

All articles (121)

• 409A Valuation vs Fair Market Value (FMV): Key Differences

  409A vs FMV: fair market value is the general tax test of worth. A 409A valuation sets it for private common stock when options are granted.

• Alternative Trading System (ATS) vs Stock Exchange: Key Differences

  A stock exchange lists companies and regulates its members. An ATS is a trading venue run by a broker-dealer. Rules, access, private shares and risk compared.

• ESOP vs ESPP: Key Differences Explained

  An ESOP is a retirement plan the company funds with its own stock. An ESPP lets you buy stock from your pay at a discount. Who pays, tax, vesting and payouts.

• ESPP vs RSU: Key Differences Explained

  An ESPP lets you buy company stock at a discount from your pay. RSUs give you shares at no cost and are taxed as wages. Who pays, when tax is due, an example.

• Leveraged Buyout (LBO) vs Discounted Cash Flow (DCF): Key Differences

  LBO vs DCF: a DCF values a business on its future cash, an LBO model finds the most a buyout fund can pay. How each is built, with a worked example.

• What Is a Stock Certificate? Private Company Shares Explained

  A private company share certificate proves you own shares. How paper and electronic certificates work, what the legends mean and what a template contains.

• 83(b) Election vs QSBS: Key Differences Explained

  An 83(b) election sets when unvested shares are taxed. QSBS decides whether their gain is taxed at all. How the two rules differ and how they work together.

• LLC vs QSBS: Key Differences Explained

  An LLC usually pays no income tax itself, but its units can never be QSBS. How the yearly tax, the tax on a sale and converting to a C corporation compare.

• Investment Adviser Representative vs RIA: Key Differences

  An RIA is an advisory firm registered with the SEC or a state. An IAR is the licensed person who advises you for it. Registration, exams and duties compared.

• De-SPAC vs SPAC: Key Differences Explained

  A SPAC is a listed shell company with cash in a trust. A de-SPAC is the merger that makes its target public. Rules, redemptions and risks compared.

• IPO vs SPAC: Key Differences Explained

  In an IPO, banks sell a company’s new shares to investors. In a SPAC merger, a listed shell with cash buys the company. Cost, pricing and risks compared.

• What Is a Tender Offer Fund? Definition, How It Works and Examples

  Tender offer funds are unlisted funds that buy back shares only when their board makes an offer. How buybacks work and how they differ from interval funds.

• How Tender Offers Are Taxed: A Guide for Employees and Investors

  Tender offer tax implications depend on what you sell. Shares you own are taxed as a sale, options exercised in the offer as wages. Rates and a worked example.

• DPI vs TVPI: Key Differences Explained

  TVPI vs DPI: DPI counts the cash a fund has paid back, TVPI adds what it still holds. How they differ, how RVPI fits and a worked fund example.

• Multiple on Invested Capital vs TVPI: Key Differences Explained

  TVPI vs MOIC: MOIC measures a fund’s deals before fees, TVPI measures your money after them. Formulas, net MOIC and a worked fund example.

• What Is a Valuation Cap? Definition, How It Works and Examples

  A valuation cap and floor set the highest and lowest value at which a SAFE or convertible note turns into shares. How each works, with a worked example.

• What Is a SPAC? Definition, How It Works and Examples

  A SPAC is a listed shell company that raises cash and merges with a private company to take it public. How the trust, redemptions and founder shares work.

• What Is an Unfunded Commitment? Definition, How It Works and Examples

  An unfunded commitment is money you promised a fund that it has not yet called. How it works in private equity, a worked example and the rules that apply.

• What Is Venture Debt? Definition, How It Works and Examples

  What is venture debt? A loan to a startup backed by venture funds, often with warrants. How the loans work, what they cost and what they mean for shareholders.

• Internal Rate of Return vs XIRR: Key Differences Explained

  XIRR vs IRR: both find the yearly rate on a set of cash flows. IRR assumes equal periods, XIRR uses real dates. Formulas, CAGR and a worked fund example.

• What Is Private Company Stock? How Shares in a Private Company Work

  Yes, private companies have stock. How private shares are issued, priced, granted to employees and sold, with the SEC and Delaware rules as of October 2026.

• Pre-IPO Investing Risks: What Can Go Wrong Before a Company Lists

  Stock-before-IPO risks explained: no market to sell, long waits, share class, dilution, fees and fraud. The rules as of October 2026 and how to check a deal.

• What Is a Pre-IPO Placement? Definition, How It Works and Examples

  A pre-IPO placement is a private sale of shares shortly before an IPO. Who can buy, the SEC rules it relies on, when you can sell, and a worked example.

• What Is a Private Placement? Definition, How It Works and Examples

  A private placement is a sale of securities to chosen investors without SEC registration. Private placement agreement terms, rules and a worked example.

• What Is the QSBS Gross Asset Test? Definition and Examples

  The QSBS asset test caps a company’s gross assets at $75 million when it issues stock, or $50 million for stock issued by July 4, 2025. What counts and when.

• What Are Private Equity Secondaries? Definition and Examples

  Secondary-market private equity explained: how fund investors sell stakes early, how continuation funds work, how stakes are priced and 2026 market volumes.

• What Is Private Company Valuation? Methods, Examples and Rules

  The valuation of a private company is an estimate with no market price. The main methods, where to find a number and why your shares may be worth less.

• What Is a Qualified Institutional Buyer (QIB)? Definition and Examples

  A QIB is an institution with at least $100M invested in securities. Who qualifies, how status is shown and how it differs from an accredited investor.

• What Is a Recapitalization? Definition, How It Works and Examples

  A recapitalization changes a company’s mix of debt and equity or its share classes. How leveraged and dividend recaps work, and what they mean for holders.

• What Is a Roadshow? IPO Roadshow Definition, How It Works and Examples

  A roadshow is the series of pitches a company and its banks make to investors before an IPO is priced. How it works, the deck, the rules and a worked example.

• What Is an S-1? Form S-1 Definition, How It Works and Examples

  An S-1 is the registration statement a US company files with the SEC before a public offering. What is inside, how it becomes effective and what to read first.

• What Is Phantom Stock? Definition, How It Works and Examples

  Phantom stock pays you cash equal to the value of company shares without issuing them. How plans work, units vs options, 409A and how payouts are taxed.

• What Is Regulation A+? Definition, How It Works and Examples

  Reg A+ lets smaller companies sell shares to the public, up to $75M a year under Tier 2. How it works, investor limits, an example and the key risks.

• What Is Regulation D? Definition, How It Works and Examples

  What is Regulation D? The SEC rules that let companies sell securities without registration. Rules 504, 506(b) and 506(c), limits and a worked example.

• What Is Reverse Vesting? Definition, How It Works and Examples

  Reverse vesting means you own your shares up front, but the company can buy back the unvested part if you leave. How it works, 83(b) and an example.

• What Is Rule 144? Definition, How It Works and Examples

  Rule 144 sets when you can resell private or insider shares without registration: a six-month or one-year holding period, plus volume caps for insiders.

• What Is Rule 144A? Definition, How It Works and Examples

  Rule 144A lets holders resell unregistered securities to large institutions called QIBs. The four conditions, how deals work and how it differs from Rule 144.

• What Is Rule 701? Definition, How It Works and Examples

  Rule 701 lets private companies grant stock and options to staff without SEC registration. The yearly cap, the $10M disclosure line and when you can sell.

• What Is a Section 1045 QSBS Rollover? Definition and Examples

  Section 1045 lets you postpone tax on a QSBS gain held over six months by buying other QSBS within 60 days. Rules, an example and how to claim it.

• Who Is a Qualified Investor? Definition, Rules and Examples

  Who is a qualified investor? The answer depends on the rule: accredited investor, qualified client, qualified purchaser or EU professional client, compared.

• What Is Early-Stage Venture Capital? Definition and Examples

  Early-stage venture capital funds seed, Series A and Series B startups. Learn how the rounds work, how a fund earns and what dilution means for your shares.

• What Is an Employee Tender Offer? Definition and Examples

  An employee tender offer lets staff sell private-company shares at one price in a set window. See the rules, how proration works and a numeric example.

• How Do IPOs Work? The IPO Process Step by Step

  How do IPOs work? Follow the steps from SEC filing to the first trade, see who does what, and learn the risks for people who own shares before the listing.

• What Are KYC and AML in Investing? Definition and Examples

  KYC confirms who you are and AML watches for illegal money. See what each check requires, how entities are treated and what to expect before you invest.

• What Is a Decacorn? Definition, How It Works and Examples

  A decacorn is a private company valued at over $10 billion. See how the valuation is set, which companies qualify and what it means for founders and employees.

• What Is a Grantor Retained Annuity Trust (GRAT)? Examples

  A GRAT is a trust that pays you fixed yearly amounts and passes the rest to heirs. See how it works with pre-IPO shares, the IRS rate and a worked example.

• What Is a Greenshoe Option? Definition and Examples

  What is a greenshoe? It lets IPO banks sell up to 15% more shares and steady the price. See how it works, with a numeric example and what it means for holders.

• What Is a Schedule K-1? Definition, How It Works and Examples

  A Schedule K-1 reports your share of a partnership, S corporation, estate or trust. See who gets one, what the boxes mean and when it arrives.

• What Is Cost Basis? Definition, How It Works and Examples

  Cost basis is what you paid for an investment, plus fees. Learn how it sets your taxable gain and how it works for options, RSUs and private shares.

• What Is Direct Lending? Definition, How It Works and Examples

  Direct lending is a negotiated loan from a non-bank lender to a company. See how senior loans, floating rates and funds work, with a worked example.

• What Is Dry Powder? Definition, How It Works and Examples

  Dry powder is committed money that a fund has not invested yet. See how it works in private equity and venture capital, with a worked example and 2026 data.

• What Is Early Exercise of Stock Options? Definition and Examples

  Early exercise lets you buy option shares before they vest. See how the 83(b) election, AMT and the 30-day deadline work, with a worked example.

• What Is Equity Compensation? Definition, How It Works and Examples

  Equity compensation pays employees in company ownership. See how options, RSUs and restricted stock work at a private company, with an example and key risks.

• What Is Form 144? Definition, How It Works and Examples

  Form 144 is the notice an insider files with the SEC before selling shares under Rule 144. See who files, the 5,000-share test and a worked example.

• What Is Form 3921? Definition, How It Works and Examples

  Form 3921 is the IRS statement a company sends after you exercise an incentive stock option. See what each box reports, when it is due and how to use it.

• What Is Form D? Definition, How It Works and Examples

  Form D is the notice a company files with the SEC within 15 days of its first sale in a private offering. See what it contains, who files and an example.

• What Is General Solicitation? Definition and Examples

  General solicitation is public advertising of a private securities offering. See what SEC Rule 502(c) bans, what Rule 506(c) allows and an example.

• What Are the IPO Date and IPO Day? Definition and Examples

  What is IPO day? It is the first day a company's shares trade. See how pricing, the opening auction and start time work, and when an IPO can be canceled.

• What Is Multiple Expansion? Definition, How It Works and Examples

  Multiple expansion is a gain from selling at a higher valuation multiple than you paid. See the math in stocks and buyouts, with a worked example.

• What Is the OPM Backsolve Method? Definition and Examples

  What is OPM backsolve? It values private-company shares by working backward from the latest round's price. See a numeric example, the inputs and the key risks.

• What Is a 409A Change in Control? Definition, How It Works, Examples

  Under Section 409A, a change in control is one of the events that may trigger payment of deferred pay. The three tests, their thresholds and an example.

• What Are 409A Penalties? Definition, How They Work and Examples

  A Section 409A failure makes vested deferred pay taxable at once and adds a 20% extra tax plus interest. What triggers it, a worked example and how to fix it.

• What Is Section 409A (Deferred Compensation)? Definition, How It Works

  A 409A plan promises pay in a later year. Section 409A sets when that pay may be elected and paid. Break the rules and the employee owes tax at once, plus 20%.

• What Is a 409A Separation from Service? Definition and Examples

  Separation from service is the 409A payment event when a job ends, including a permanent drop in work to 20% or less. What counts, timing rules and an example.

• What Is the 409A Short-Term Deferral Exception? Definition, Examples

  The short-term deferral exception keeps pay out of Section 409A if it is paid within 2½ months after the year it vests. How the deadline works, with RSUs.

• What Is a Cashless Exercise? Definition, How It Works and Examples

  A cashless exercise lets you exercise stock options without paying the strike in cash: sell shares at once or have the company keep some. Methods and tax.

• Direct Listing vs IPO: Key Differences Explained

  In an IPO, banks sell new shares to investors. In a direct listing, existing shares start trading without a bank. Cost, first price and lock-ups compared.

• What Is a Distribution Waterfall? Definition, How It Works, Examples

  A distribution waterfall is the order in which a fund or SPV pays out money from a sale: capital back first, then a minimum return, then the manager’s share.

• What Is a Family Office? Definition, How It Works and Examples

  A family office manages the wealth of one family, or several, with its own staff. Single vs multi-family offices, the SEC rule, examples and how they invest.

• General Partner (GP) vs Limited Partner (LP): Key Differences

  A general partner runs a fund and carries its liability. A limited partner supplies capital and is liable only for it. Roles, pay, control and risk compared.

• How to Exercise Stock Options: Step-by-Step Guide with Examples

  How to exercise stock options, ISOs included, at a private company: read the grant, check the deadlines, choose how to pay, model the tax, then file.

• What Is an IPO Lock-Up Period? Definition, How It Works and Examples

  An IPO lock-up period is an agreement that stops insiders and pre-IPO holders from selling after a listing, often for 180 days. Terms, early release and expiry.

• What Is an IPO Pop? Definition, How It Works and Examples

  IPO pop meaning: the rise from a new stock’s offer price to its first-day close. Why it happens, who gets the gain and what it costs the company and holders.

• Incentive vs Non-Qualified Stock Options: Key Differences Explained

  ISOs and NSOs are both stock options. The difference is tax: when each is taxed, the AMT risk of ISOs, who can receive them and a side-by-side example.

• What Is a Liquidation Preference? Definition, How It Works, Examples

  A liquidation preference decides who is paid first, and how much, when a company is sold. Participating vs non-participating, seniority and a worked example.

• What Is a Lock-Up Expiration? Definition, How It Works and Examples

  A lock-up period expiration is the date pre-IPO holders may first sell after a listing. What happens to supply and price around it, and how to plan the day.

• Common Stock vs Preferred Stock: Key Differences Explained

  In a private company, investors buy preferred stock and are paid first in a sale. Founders and employees hold common. Rights, price and payout compared.

• What Are Pro Rata Rights? Definition, How They Work and Examples

  Pro rata rights let an existing investor buy into a later round to keep its ownership percentage. Who gets them, how the allocation is sized and an example.

• What Is an IPO (Initial Public Offering)? How It Works and Examples

  Public IPO meaning: a private company’s first sale of shares to the public on a stock exchange. The steps, who sets the price and what changes for holders.

• What Is a QSBS Attestation Letter? How It Works and Examples

  A QSBS attestation letter is a company’s signed statement that its stock met the Section 1202 tests. What it covers, who signs it and how holders use it.

• What Are the QSBS Requirements? Definition, How They Work and Examples

  QSBS requirements are the tests a share must pass for the Section 1202 tax break: the company, its size, how you got the shares and how long you hold them.

• What Is QSBS Stacking? Definition, How It Works and Examples

  QSBS stacking spreads qualified stock across several taxpayers, often trusts, so each can claim its own tax-free cap. How it works and where the limits are.

• What Is Rule 506(c)? Definition, How It Works and Examples

  Reg D 506c lets a private offering be advertised to the public if every buyer is an accredited investor whose status is checked. How it works and the checks.

• How Are RSUs Taxed? Definition, How It Works and Examples

  RSUs are taxed as pay when the shares are delivered, then as a capital gain or loss when you sell. Withholding, private-company timing and a worked example.

• What Is a Secondary Transaction? Definition, How It Works and Examples

  Secondary shares meaning: existing shares sold by one holder to another, so the company raises nothing. How private-company secondaries work, with an example.

• What Is a Sophisticated Investor? Definition, How It Works, Examples

  Sophisticated investor definition: a buyer who can judge a private deal’s risks. Where US rules use it, how it differs from accredited status, and abroad.

• What Is a Special Purpose Vehicle (SPV)? How It Works and Examples

  SPV meaning: a special purpose vehicle is a separate legal entity set up for one job. In private markets, it pools investors into a single deal. How it works.

• What Is a Subscription Agreement? Definition, How It Works, Examples

  Subscription agreement meaning: the contract you sign to buy into a private deal, fund or SPV, with the statements about yourself that the seller relies on.

• What Is a Tender Offer? Definition, How It Works and Examples

  Tender offer explained: an open offer to buy shares from many holders at a set price for a limited time. How private-company tenders work and who can sell.

• What Are the SEC Tender Offer Rules? How They Work and Examples

  Tender offer rules set how long an offer to buy shares from many holders stays open, what it must disclose and how holders are treated, in private firms too.

• What Are Restricted Stock Units (RSUs)? How They Work and Examples

  An RSU, or restricted stock unit, is a company’s promise of shares that vest over time. How RSUs work at a private company, the second trigger and an example.

• What Is a Unicorn Company? Definition, How It Works and Examples

  A unicorn is a private, venture-backed company valued at $1 billion or more. Where the term comes from, how the valuation is set and what it does not tell you.

• What Is Accelerated Vesting? Definition, How It Works and Examples

  Accelerated vesting makes unvested equity vest early, usually when a company is sold or you lose your job after the sale. Single and double trigger explained.

• What Is an Employee Stock Purchase Plan (ESPP)? How It Works, Examples

  An ESPP lets employees buy company shares through payroll, often below the market price. How offering periods, the lookback and qualified plans work.

• What Is Anti-Dilution Protection? Definition, How It Works, Examples

  Anti-dilution protection lowers a preferred investor’s conversion price if a company later sells shares cheaper. Full ratchet vs weighted average, explained.

• What Is Book Building? Definition, How It Works and Examples

  What is book building? Banks collect investors’ orders for an IPO across a price range, then use them to set the offer price and decide who gets shares.

• What Is a Discount for Lack of Marketability (DLOM)? How It Works

  DLOM is the cut in a private share’s value because it cannot be sold quickly for cash. How appraisers estimate it, where it is used and a worked example.

• What Is FINRA? Definition, How It Works and Examples

  What is FINRA? The self-regulatory organization that oversees US broker-dealers and their staff under SEC supervision. What it covers and what it does not.

• What Is MOIC (Multiple on Invested Capital)? How It Works and Examples

  MOIC divides what an investment is worth, cash returned plus current value, by the money put in. How to read it, before and after fees, and why it ignores time.

• What Is Net Investment Income Tax (NIIT)? How It Works and Examples

  The net investment income tax is an extra 3.8% US federal tax on investment income above set income levels. What it covers, who pays it and a worked example.

• What Is Private Credit? Definition, How It Works and Examples

  Private credit is lending to companies by investment funds, on terms negotiated with the borrower. Strategies, returns, risks and how investors get in.

• What Is a PWERM Valuation? Definition, How It Works and Examples

  PWERM values a private company’s shares by weighting the payout in each likely exit, such as an IPO, a sale or a shutdown, by its odds. With an example.

• What Is Qualified Small Business Stock (QSBS)? Definition and Examples

  What is QSBS? Qualified small business stock can take the federal tax off part or all of a startup gain. Which shares qualify and how much gain is excluded.

• What Is RVPI (Residual Value to Paid-In)? How It Works and Examples

  RVPI is the value of what a fund still holds, divided by the money investors paid in. It is the unsold, on-paper half of TVPI. How to read it, with an example.

• What Is TVPI (Total Value to Paid-In)? How It Works and Examples

  TVPI is what a fund has paid out plus the value it still holds, divided by the money investors paid in. How it splits into DPI and RVPI, with a worked example.

• What Is a Rule 10b5-1 Trading Plan? Definition, How It Works, Examples

  A 10b5-1 plan sets an insider’s future share trades in advance, as a defense against insider-trading claims. The 2023 waiting periods and a worked example.

• What Is a 409A Specified Employee? Definition, How It Works, Examples

  A 409A specified employee is a key employee of a public company. Deferred pay due when they leave waits six months. Who qualifies and how the delay works.

• What Is a 409A Valuation? Definition, How It Works and Examples

  A 409A valuation is an independent appraisal of a private company’s common stock. It sets the price employees pay for stock options. Rules and an example.

• What Is an Accredited Investor? Definition, How It Works and Examples

  Accredited investor meaning: a person or entity that passes an SEC test on income ($200K), net worth ($1M) or a securities license and may buy private deals.

• What Is a Cap Table? Definition, How It Works and Examples

  A cap table lists who owns what in a company: every share class, option and convertible, before and after each round. How to read one, with a worked example.

• What Is a Capital Call? Definition, How It Works and Examples

  A capital call is a fund manager’s request for part of the money investors committed. How notices, deadlines and credit lines work, with an example.

• What Is Carried Interest? Definition, How It Works and Examples

  Carried interest is the share of profit a fund or SPV manager keeps, usually 20%, paid after investors get their money back. How it works, with an example.

• What Is the Carried Interest Loophole? How It Works and Examples

  The carried interest loophole lets fund managers pay long-term capital-gains rates on their profit share. The three-year rule, the 2026 rates and an example.

• Pre-IPO vs IPO: What Changes for Investors When a Company Goes Public

  Pre-IPO is a private purchase at a negotiated price. An IPO is a public sale at a price set with banks. Access, pricing, liquidity and lock-ups compared.

• What Is Share Dilution? Definition, How It Works and Examples

  Share dilution is the fall in your ownership percentage when a company issues new shares. How rounds, option pools and SAFEs dilute you, with a worked example.

• SPV Investing: How Investing Through a Special Purpose Vehicle Works

  SPV investing pools investors into one legal entity that buys shares of a single private company. The steps, how the vehicle is built and who runs it.

• SPV Investment Risks: What Can Go Wrong When Investing Through an SPV

  SPV investment risks come from the vehicle as well as the company: the manager, one company, illiquidity, fees, thin reporting and layers. How to check each.

• What Are Pre-IPO Shares? Unlisted Equity Explained

  Pre-IPO shares are stakes in a private company whose stock does not trade on an exchange. Types, who holds them, how they change hands and how they are priced.

• What Is a Pre-IPO Company? Definition, Stage and Signals

  A pre-IPO company is a late-stage private company expected to list within one to three years. What the stage means, the signs to watch and real examples.

• What Is the Alternative Minimum Tax (AMT)? How It Works and Examples

  The alternative minimum tax is a second way to work out US income tax. Exercising incentive stock options can trigger it before you sell. Rules for 2026.

• What Pre-IPO Investing Actually Is

  Pre-IPO investing explained: how a private deal is structured, who owns the shares and when money can come back. With a real May 2026 round on a timeline.