Clay’s decision to run two tender offers in less than a year has become a reference point for a broader shift in private markets. The company’s latest transaction — a $55 million secondary sale at a $5 billion valuation — followed a period of rapid ARR expansion and disciplined operating performance. Rather than serving as a stopgap for retention, tenders are emerging as structured, performance-linked liquidity events. They allow high‑growth, capital‑efficient companies to reward execution while giving investors such as DST and Sequoia a route onto cap tables that otherwise remain tightly curated. The pattern signals a change in how liquidity, leverage, and company quality are interpreted in an extended private‑market cycle.
Companies that combine strong unit economics with controlled burn are increasingly choosing tenders over primary raises or premature exits. Clay’s near‑profitability and untouched primary capital exemplify this posture. With no immediate dilution pressure and no funding gap to fill, the company retains full optionality around timing, valuation, and investor composition. In this environment, a tender becomes a precision instrument: it enables liquidity without changing governance, shifting control, or resetting valuation expectations.
For founders, this approach preserves the cap table while inviting only the investors whose participation adds strategic or signaling value. It stands in contrast to the IPO path, where liquidity typically arrives after years of operational buildup and market preparation. Milestone‑linked tenders break that pattern by allowing teams to realize some value as performance inflects, not years later at a public listing.
The dynamic also reveals a more disciplined generation of private companies. Tender activity used to imply cash constraints or internal pressure. In today’s environment, a well‑timed secondary sale signals strength: efficient operations, controlled capital consumption, and confidence in the ability to compound value privately. For investors, that combination is increasingly compelling.
Liquidity has always been part of the employee value equation, but milestone‑based tenders shift its role. Instead of being a mechanism to keep teams engaged during long holding periods, partial liquidity — often 10 to 25 percent of vested shares — gives employees access to real economic value without pushing them toward the exit. It supports normal life events and financial planning while preserving long‑term alignment.
Founders often participate minimally or not at all, a choice that reinforces internal confidence and supports investor conviction. This pattern, echoed at companies like Stripe and Anthropic, has been accompanied by oversubscribed tender rounds that showcase the intensity of investor demand for scarce, high‑performing private assets. The message to the market is clear: these companies are not providing liquidity because they need to; they are doing so because they can.
As one NewView partner noted in the context of recent tenders, employees perform at a higher level when equity feels tangible but not transactional. That balance is increasingly viewed as a competitive advantage in sectors where top technical and commercial talent is heavily contested.
The rise of performance‑driven liquidity suggests a private market ecosystem gaining structural maturity. When tenders are used to reward operational milestones rather than prepare for an exit, they signal that companies expect to remain private longer — and can do so without compromising growth or morale. Examples from Stripe and Anthropic demonstrate that multiple tender rounds at rising valuations can coexist with strong investor appetite and disciplined execution.
For LPs and secondary‑market participants, this shift indicates that liquidity is no longer exclusively pinned to IPO cycles. Infrastructure around secondary transactions has deepened, enabling institutions to rotate capital while allowing companies to choose the timing and scale of liquidity on their own terms.
For investors, the strategic takeaway is straightforward: companies capable of offering liquidity without relying on it hold the upper hand. They retain their best people, curate their investor base, and pursue growth unconstrained by artificial timelines. In this environment, the question is no longer when a company will exit, but whether it needs to.
