Secondary-Market Fees: Platform, Buyer-Side, and Transfer-Agent Costs
A breakdown of all fees on a pre-IPO secondary transaction, including platform commissions, buyer-side markups, escrow, legal, and transfer-agent processing.
Your secondary broker quoted a clearing price of $34 per share. The buyer’s confirmation says they paid $38 per share. The $4 gap is broker fees, SPV setup costs, buyer-side markup, and transfer processing. That 10.5% spread is roughly the total cost of converting your pre-IPO shares to cash, and it is bigger than most sellers realize when they anchor on the headline bid they see on a platform.
Secondary transaction fees compound across multiple parties: the platform, the SPV manager (if one exists), the broker, the escrow agent, legal, and sometimes the transfer agent. Understanding where the fees land clarifies what you actually net and where negotiation leverage exists.
This guide breaks down the fee categories, typical ranges, how they stack up on a standard transaction, and which fees are negotiable.
The fee categories
Platform fees (seller side)
Charged by the platform facilitating the transaction. Typical ranges:
- Hiive: 2% flat seller fee as of 2025
- Forge: 2-5% depending on transaction size and type
- EquityZen: 3-5% typically
- NPM: usually zero for company-sponsored tenders; seller cost absorbed by company
Platform fees are sometimes negotiable for large transactions.
Platform fees (buyer side)
Usually charged on top of the seller’s clearing price. The buyer pays more than the seller receives.
- Hiive: 2% flat buyer fee
- EquityZen: up to 5% as a “placement fee” on SPV investments
- Forge: 2-5% buyer fee
- Some brokers: 10-20% spread embedded in the price
Buyer fees do not come out of your proceeds directly but they suppress what buyers are willing to pay.
SPV formation and management fees
If the transaction runs through an SPV (common on EquityZen and some Forge and Hiive transactions), the SPV charges:
- Formation fee: $5,000-$25,000 one-time, usually paid by buyers
- Management fee: 0.5-2% annually during the SPV’s life
- Carry: 5-20% of gains above a hurdle, on exit
SPV fees come out of buyer returns, not seller proceeds, but affect the bid the buyer can support.
Escrow and legal fees
Most transactions use an escrow agent to hold buyer funds during the ROFR window and company consent. Escrow costs:
- Flat fee: $500-$3,000 per transaction
- Some platforms absorb this into their transaction fee
Legal review of purchase agreements: either done by the platform (absorbed into fees) or charged separately at $2,000-$10,000 for non-standard terms.
Transfer agent fees
The company’s transfer agent (Carta, Shareworks, Pulley, Computershare) processes the share transfer. Fees vary:
- Carta: $100-$300 per transfer for standard processing
- Shareworks: similar range
- Computershare and other traditional agents: $200-$800
Often paid by the buyer or the company, sometimes pro-rated.
Wire and banking fees
Outgoing wires from escrow to your bank: $15-$45. International wires: $40-$80 plus FX spread. Small piece but still comes out.
Tax preparation and legal advisory
Your own CPA and attorney fees for the transaction: $500-$5,000+ depending on complexity. Not part of the transaction cost per se but real cost of the process.
How fees stack up: a typical $500k transaction
A real example on a mid-sized secondary transaction, 15,000 shares at $33 per share:
| Cost | Amount | Who pays |
|---|---|---|
| Gross transaction value | $495,000 | Buyer |
| Platform seller fee (2%) | $9,900 | Seller |
| Platform buyer fee (2%) | $9,900 | Buyer |
| Escrow fee | $1,500 | Split |
| Transfer agent fee | $300 | Company or split |
| Legal review | $2,500 | Buyer (standard terms) |
| Wire fees | $30 | Seller |
Net to seller: $495,000 - $9,900 - $750 (half escrow) - $30 = $484,320.
Buyer’s total cost: $495,000 + $9,900 + $750 + $300 + $2,500 = $508,450.
Spread between buyer’s cost and seller’s net: $24,130, or 4.9% of gross.
SPV-based transactions have higher spreads
If the buyer is an SPV rather than a direct institutional buyer, additional fees compound:
| Cost category | SPV markup |
|---|---|
| SPV formation fee | $10,000-$25,000 across SPV participants |
| Annual management fee (during holding period) | 1-2% per year of AUM |
| Carry on exit | 10-20% of profit above hurdle |
These come out of buyer returns but mean the SPV bids a lower price to preserve their expected return. An SPV that wants a 20% IRR net of all fees over an expected 3-year hold needs a gross return of roughly 35%. That requires a lower entry price.
Negotiating fees
Seller-side platform fee
On transactions above $1 million, platforms often negotiate down to 1.5% or less. On transactions below $100,000, fees are usually non-negotiable.
Buyer-side fees
Sellers have limited direct leverage on buyer-side fees, but you can sometimes negotiate for the buyer to absorb more if the buyer is motivated to close. Works best in hot-name auctions where multiple buyers compete.
Escrow and legal
Standard templates do not need extensive legal review. Insist on template documents rather than bespoke paperwork to avoid legal fee inflation.
Transfer agent
Not negotiable. The company’s transfer agent processes on its posted fee schedule.
Fee structures by platform as of 2025
Hiive
Published 2% flat seller fee and 2% flat buyer fee. Transparent on their website. No SPV layer for direct trades.
Forge
Tiered: 2-5% seller fee depending on transaction size. Large tickets (>$5M) often negotiate to 1.5% or less. Forge-managed funds charge separate management fees.
EquityZen
3-5% seller fee. SPV-based fund structure adds management fees for buyers. Smaller minimum trade sizes ($20K) because of the aggregation structure.
Nasdaq Private Market
Typically zero seller fee on company-sponsored tenders. Company pays the platform on a transactional fee basis. Large, complex, structured offerings; most NPM volume is tender offer flow.
Hidden fee risks
Adverse time value
A delayed close costs you time value of money. At 5% risk-free rate, a 60-day delay vs 30-day delay on $500k is $2,000 of foregone interest. Platforms with faster close times have a real advantage.
FX spreads
International transactions sometimes route through FX-converted escrow, imposing a 50-200 basis point spread. Sellers paying tax liabilities in US dollars benefit from matching USD proceeds rather than cross-currency transfers.
Buyer-side markup
Some platforms or brokers quote you the buyer’s all-in price as “the clearing price” when it includes their markup. Always ask what the net-to-you price is, not the gross transaction price.
Platform bid-ask spreads
On active order books, the platform displays both bids and asks. The spread can be 3-8% depending on company. You sell at the bid; you cannot sell at the ask. Pay attention to the bid specifically when setting expectations.
Company-imposed fees
Some companies charge a transfer-agent fee or administrative fee to the seller that ranges from $100-$500. Rare but happens. Check your stockholders agreement.
Frequently asked
Can I avoid platform fees by dealing direct?
Sometimes. For very large tickets, a direct broker or secondary-fund relationship can undercut platform fees. For mid-size tickets, the platform’s liquidity advantage usually outweighs fee savings.
Does the buyer always pay a buyer-side fee?
On most platforms yes. NPM tender offers are exceptions; the sponsoring company usually pays all platform fees.
Do fees change during ROFR?
Platform fees are typically calculated at close. If the company ROFRs and you sell to the company at the purchase agreement price, the platform may waive its fee (since the platform did not complete the match to the outside buyer). Check your platform’s ROFR fee policy.
What about taxes on the fees themselves?
Platform fees paid by the seller reduce the amount realized on the sale for capital-gains computation. You report net-of-fees as the proceeds. Fees are not separately deductible.
How do fees compare to tender offer participation?
Company-run tender offers at NPM or direct from the company typically have zero seller fees. This is a meaningful advantage over platform sales. Sellers who have the choice usually prefer tender participation for the fee saving alone.
Next step
When evaluating a secondary offer, always calculate your net-after-fees proceeds, not the gross clearing price. If a platform quotes $34 per share and takes a 2.5% seller fee plus $30 wire, your real proceeds per share are $33.12. Compare that net figure across platforms. On multi-hundred-thousand-dollar trades, a 100 basis point fee difference is thousands of dollars; it is worth negotiating.
Securities lawyer who reviews tender documents and secondary sale agreements for employees at pre-IPO companies. Reviews VestedGrant's secondary market content.
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