Secondary offerings have become a central feature of modern equity markets, shaping liquidity dynamics, investor behaviour, and capital-market pathways for both private and public companies. While they are often discussed alongside IPOs and follow-on issuances, secondary offerings serve a distinct and increasingly strategic purpose: they enable existing shareholders, typically founders, employees, early investors, or private-equity sponsors, to sell their shares in public markets without issuing new equity. In a non-dilutive context, they provide liquidity without altering the company’s ownership structure or affecting earnings per share. As markets evolve and global capital becomes more mobile, the role of secondary offerings has expanded well beyond simple shareholder exits, becoming a sophisticated mechanism for portfolio rebalancing, market depth, and investor access.
A secondary offering occurs when existing shareholders sell part or all of their holdings after a company has gone public. Unlike a primary offering, where the company issues new shares to raise capital, a secondary transaction transfers ownership of existing shares. These deals are often seen during or after IPOs, when major investors seek to realise returns or diversify exposure, but they can also emerge long after listing as part of strategic investment cycles.
Secondary offerings may be structured in several ways:
For investors, secondary offerings can present opportunities to acquire substantial stakes at market-driven prices while improving stock liquidity and visibility.
The landscape in 2025 demonstrates how pivotal secondary transactions have become. Global secondary market volumes reached unprecedented highs in the first half of the year, crossing $103 billion, a 51% surge from $68 billion in H1 2024. This acceleration has been driven by subdued M&A activity, fewer IPO exits, and heightened appetite for liquidity among private-equity sponsors, venture-capital funds, and institutional investors.
A deeper look reveals a balanced mix between LP-led (limited partner-driven) and GP-led (general partner-driven) deals:
Market participants expect full-year 2025 secondary volumes to exceed $210 billion, surpassing earlier estimates and positioning secondaries as a critical liquidity engine. Dedicated capital for secondaries rose to $302 billion, extending across private equity, private credit, and infrastructure strategies, ensuring ample support for continued deal activity well into 2026.
This growth signals a structural shift: secondaries are no longer an opportunistic niche but a mainstream, strategically integrated asset class.
The secondary surge is not confined to private-market portfolios. Public equity markets, particularly in growth economies, have also seen a rise in secondary participation. India stands out as a prime example. With IPO activity at a multi-year peak and valuations buoyant, secondary share sales in IPOs approached ₹1 trillion by late 2025. Major private-equity funds, family offices, and founders have increasingly used secondary transactions as an avenue to crystallise value while enabling new institutional investors to enter high-growth sectors such as technology, fintech, manufacturing, and consumer goods.
This reflects a broader global pattern: in marketplaces where investor demand is strong and market structures are deepening, secondaries help recycle capital, strengthen market liquidity, and create sustainable issuance pipelines.
Liquidity is the lifeblood of equity markets. Secondary offerings help reduce concentration risk by dispersing ownership across a wider investor base. When large shareholders reduce their stakes, free float increases, improving trading volumes and often enhancing price discovery. For index funds and global asset managers, a higher float can make a company eligible for index inclusion, amplifying demand.
In sectors such as technology, deep-tech, life sciences, and fintech, early investors frequently hold large, illiquid stakes. Secondary offerings allow them to monetise their investments in a structured and often market-friendly manner. Instead of relying solely on M&A exits or future IPO lock-up expiries, investors have more flexibility to manage liquidity while supporting long-term company stability.
Because pure secondary sales do not create new shares, they avoid dilution. This is particularly appealing for companies seeking to preserve earnings metrics, shareholder value, or voting structures. For growth-stage firms that may not require additional capital but wish to accommodate shareholder liquidity, secondaries provide an elegant solution.
Institutional investors frequently rebalance exposures across regions, sectors, and asset classes. Secondary offerings create opportunities for large-scale reallocations without impacting company capital structures. For private-equity sponsors, GP-led secondaries allow continuation vehicles or new fund structures to emerge, optimising asset management and extending value creation timelines.
In periods when IPO activity slows or valuations fluctuate, secondary markets provide a counter-cyclical liquidity outlet. The strong performance of the secondary market in 2025despite softer M&A and delayed IPOshighlights its stabilising role. Investors seeking liquidity can find it without pressuring companies into premature exits or capital raises.
Secondary offerings sit at the crossroads of capital formation, price discovery, and long-term market development. They enhance the post-IPO ecosystem by strengthening investor diversification, expanding institutional participation, improving valuation transparency, and promoting more efficient allocation of global capital.
As 2025 demonstrates, secondary markets are now an essential complement to traditional IPOs and follow-on issuances. In growth economies, they help deepen capital markets; in developed markets they provide avenues for sophisticated portfolio optimisation; and in private markets, they unlock capital otherwise trapped in long-duration assets.
With the continued growth of private-capital pools, the expansion of sovereign-wealth allocations, and the rise of global cross-border investment flows, secondary offerings are poised to remain a defining feature of the equity landscape.
At Global Banking & Markets, we help clients navigate the full lifecycle of capital-market activity from IPO advisory and primary issuance to sophisticated secondary solutions. Our specialist teams deliver:
Whether you are optimising ownership structures, seeking liquidity, or strengthening market presence, Global Banking & Markets provides unmatched expertise, seamless execution, and world-class advisory services to help you unlock value at every stage of your capital markets journey.