How to Invest in Private Companies: The 2026 Guide

Learn how to invest in private companies in 2026, including options for accredited investors, retail investors, and anyone seeking pre-IPO exposure.

By Emily Hsia·Updated April 13, 2026

Investing in private companies has traditionally been associated with venture capital firms, insiders, founders, and accredited investors. But in 2026, the landscape is broader than many people realize. Depending on your investor status, your goals, and the structure of the opportunity, there are now several ways to get exposure to private companies before IPO — from direct share ownership to alternatives that offer price exposure without direct ownership.

For many people, the first question is simple: Can I actually invest in private companies?

The answer is: yes, sometimes — but not always in the way you think.

Most traditional routes to investing in private companies have historically been reserved for accredited investors. But the landscape is starting to broaden. Today, there are increasing ways for non-accredited investors to get exposure to private companies, including structures that offer economic exposure to a company's value without requiring direct ownership of the underlying shares.

This guide explains how private-company investing works, who can access which opportunities, the main ways people invest, and the risks to understand before putting money into the space.

What is a private company?

A private company is a business whose shares do not trade on a public stock exchange such as the NYSE or Nasdaq. Because the shares are not publicly listed, buying and selling them is usually harder, disclosures are often more limited than in public markets, and liquidity is typically much lower.

That is why "investing in private companies" can mean very different things in practice. Sometimes it means buying actual shares in a private round. Sometimes it means getting indirect exposure through public companies or funds that hold stakes in private businesses. And sometimes it means getting price exposure through a market structure that does not require sourcing the underlying shares at all.

Why investors want exposure to private companies

Investors are interested in private companies because many of the biggest gains can happen before a company goes public. Companies stay private longer than they used to, which means a larger portion of their growth now happens outside the public-market window. The median age of U.S. companies at IPO has trended meaningfully higher over the past few decades, especially in technology. In practice, that means more of the compounding happens before a company ever lists.

In practice, people pursue private-company exposure because they want:

• earlier access to company growth, before it is fully priced in by the public market
• exposure to specific companies they already believe in
• diversification beyond public equities
• the chance to benefit if a company succeeds before it goes public

But those opportunities come with important tradeoffs: lower liquidity, less standardization, higher complexity, and in many cases stricter investor eligibility rules.

Who can actually invest in private companies?

This is the first major divide.

Accredited investors

Many private offerings are effectively aimed at or limited to accredited investors.

In the U.S., individuals generally qualify as accredited investors if they have more than $1 million in net worth excluding a primary residence, or income above $200,000 individually or $300,000 jointly in each of the prior two years with a reasonable expectation of the same in the current year. Full criteria are listed on the SEC's accredited investor page. For a deeper look at what the designation means, how verification works, and why the barrier matters less than it used to, see What Is an Accredited Investor?

Non-accredited or retail investors

Retail investors still have some options, but not always the same ones. The main retail-access pathways today are:

• Regulation Crowdfunding (very rare for top-tier companies)
• Indirect exposure through public companies or funds
• Alternatives that provide exposure rather than direct share ownership

For a focused breakdown of these three paths and how they compare, see 3 ways to invest in unicorn startups as a retail investor.

So the real answer to "can anyone invest in private companies?" is: yes, but not in every structure.

How to invest in private companies: the 5 main methods

1. Direct private-market investing

This is what most people imagine first: buying actual shares in a private company through a primary fundraising round or similar exempt offering.

In practice, this is also the most exclusive path. The highest-demand private companies do not simply open their rounds to anyone who wants to invest. Access is typically limited to a small circle of venture firms, institutions, insiders, existing backers, and well-connected or high-profile investors. Even for accredited investors, that usually does not mean automatic access. In many cases, the harder part is not meeting the legal eligibility threshold — it is actually getting into the deal.

That is why direct private-market investing is usually not a realistic path for ordinary investors, or even for most accredited investors. The most sought-after private rounds are often relationship-driven, invitation-only, and highly competitive.

• Best for: institutions, venture firms, insiders, and highly connected accredited investors
• Main advantages: direct ownership of the underlying security and access to the company at the primary round stage
• Main drawbacks: access is extremely limited, deals are relationship-driven, liquidity is low, and risk is high

2. Secondary share purchases

Another route is the secondary market, where existing holders of private-company shares — often employees, early investors, or former insiders — sell to new buyers.

Many investors access these opportunities through private-market platforms like Forge and Hiive.

This category can also include investments made through SPVs (special purpose vehicles). In these cases, investors are not buying the company's shares directly in their own name. Instead, they are buying into a vehicle that pools capital to acquire and hold private-company shares on behalf of the investors. SPVs are often used to package secondary opportunities, especially when a platform or lead investor is aggregating demand for a specific deal.

But the drawbacks here are substantial.

First, this path is usually not open to ordinary retail investors. These transactions commonly require buyers to be accredited investors.

Second, the fees can be much higher than people expect. Buyer fees, brokerage fees, platform fees, and SPV or fund fees can all materially increase the cost of getting exposure. By the time the deal is packaged and executed, the all-in costs can be much higher than a typical public-market transaction.

Third, secondary transactions can be slow, opaque, and operationally messy compared with public-market investing. Even when there is a willing seller, company transfer restrictions, rights of first refusal, approval requirements, limited supply, and inconsistent pricing can all complicate or derail a deal.

So while secondaries can offer access to established private companies before IPO, they are usually a high-friction, high-fee, accredited-investor market.

• Best for: accredited investors seeking more direct exposure to late-stage private companies
• Main advantages: possible access to established private companies before IPO, sometimes through SPVs that make specific deals easier to access
• Main drawbacks: high fees, accredited-investor requirements, limited liquidity, and operational complexity

3. Regulation Crowdfunding

For non-accredited investors, Regulation Crowdfunding is one of the few pathways that can provide direct access to private-company investing.

While Regulation Crowdfunding is technically open to retail investors, it is very rare that the most sought-after private companies actually raise capital this way. In reality, Regulation Crowdfunding is much more common among smaller, earlier-stage companies than among the large private companies most people have in mind when they search for ways to invest before IPO.

So while this path exists, it usually does not solve the "How do I invest in companies like SpaceX, OpenAI, or Stripe?" question.

• Best for: retail investors who want direct participation in very early-stage companies
• Main advantage: broad legal accessibility and relatively low minimums
• Main drawback: very limited access to top-tier private companies, high failure risk, low liquidity, and limited information compared with public companies

4. Indirect exposure through public companies or funds

Sometimes the easiest way to invest in private companies is not to buy them directly at all.

Instead, investors can seek indirect exposure through:

• Public companies that hold stakes in private companies
• Public funds or investment vehicles with some private-company exposure
• Broader thematic funds that may benefit from similar trends, even without holding the private company directly

For example, an investor might buy Google for its stake in SpaceX, or buy a public fund like ARKK for broader exposure to high-growth technology themes. But in both cases, the exposure to any single private company is only one small piece of a much larger position.

This approach is usually more liquid and easier to access, but the tradeoff is that the exposure is often diluted, indirect, and imprecise. You are usually not making a clean, one-company bet.

• Best for: investors who prioritize simplicity and liquidity
• Main advantages: easier access through familiar brokerage channels
• Main drawbacks: diluted and indirect exposure, with much less precision

5. Derivatives that give price exposure

Another emerging approach is to use derivatives that give price exposure to a private company before IPO, rather than trying to buy the underlying shares directly.

For many investors, getting price exposure is the more relevant goal. They do not necessarily need shareholder rights, transfer paperwork, or direct ownership. What they want is a way to participate if the market's view of a private company's value changes.

That distinction matters because ownership of private shares can come with major friction: accreditation requirements, limited access, transfer restrictions, and very low liquidity. Market-based exposure can offer a simpler alternative for investors who care more about tradable price exposure than about owning the underlying private shares themselves.

As a simple worked example: imagine a private company's implied valuation is trading at $100 billion, and an investor opens a long position for exposure equivalent to $1,000. If the implied valuation rises to $120 billion, the position would reflect roughly a 20% gain. If it falls to $80 billion, it would reflect roughly a 20% loss. The investor never owns the underlying shares and never takes on transfer paperwork or accreditation requirements — they are taking a view on the company's price, not buying a piece of the cap table.

This is still an emerging category, and the mechanics vary between venues. Counterparty risk, funding costs, position sizing, and product-specific rules are all worth reading closely before using any particular platform. Ventuals is one example of a platform in this space, offering price exposure to private companies before IPO without requiring direct ownership of the underlying shares.

• Best for: investors who want pre-IPO price exposure without the complexity or eligibility hurdles of owning private shares directly
• Main advantages: typically more accessible and more liquid than direct or secondary share ownership, with the ability to buy or sell at any time
• Main drawbacks: no actual ownership or shareholder rights, plus product-specific risks (counterparty, funding costs, mechanics) that vary by platform

Direct ownership vs. economic exposure

When someone says they want to "invest in private companies," they usually mean one of two things.

1. They want direct ownership

This means they want the actual security. That may come with:

• shareholder rights
• legal documentation
• transfer restrictions
• low liquidity
• accreditation hurdles

2. They want economic exposure

This means they want a way to benefit if the market values the company more highly in the future, or to express a view on that value.

For many investors — especially people who are not traditional private-market buyers — the second goal is the more realistic and more useful one.

That is why the category is evolving. The interesting question is no longer just who can get on a cap table. It is also who can participate in price formation around private-company value. For a detailed breakdown of how these two paths compare in practice, see Owning Stock vs. Price Exposure for Private Companies.

What are the biggest risks of investing in private companies?

Private-company investing can be compelling, but it is also riskier and less standardized than public-market investing.

• Illiquidity: Securities bought in private offerings may not be easy to sell, and investors may have to hold them for long periods of time.

• Limited disclosure: Private placements are not subject to the same disclosure regime as registered public offerings.

• Possibility of total loss: Many private-company investments are early-stage and high-risk. Investors should be able to withstand the possibility of a complete loss.

• Fraud and scams: Private markets can carry higher fraud risk because information may be thinner and promotional claims can be harder to verify.

• Pricing and valuation uncertainty: Unlike public stocks, many private-company opportunities do not have continuous price discovery. Prices may be negotiated, stale, narrative-driven, or based on sparse transactions.

How to evaluate a private-company investment opportunity

Before investing, ask six questions.

1. Am I buying ownership or just exposure?

Those are different products serving different goals.

2. Who is allowed to invest?

Check whether the opportunity is open to all investors, only accredited investors, or investors subject to caps.

3. What determines the price?

Is the price based on a financing round, an internal valuation, a secondary transaction, or an open market mechanism?

4. What are the liquidity terms?

Can you exit at any time, during limited windows, or not for years?

5. What rights do I actually have?

Do you have voting rights, information rights, economic rights only, or something else entirely?

6. What is the downside?

If the company underperforms, delays an IPO, or never becomes liquid, what happens to your investment?

Comparison: the main ways to invest in private companies

Is investing in private companies worth it?

That depends on what you want and what kind of investor you are.

For highly connected accredited investors and institutions, direct private-market investing can be worth it if you can consistently access high-quality deals at reasonable valuations. The outsized returns that people associate with private markets historically come from getting into the best companies at the best rounds — not simply from "being in private markets" as an asset class. Access is the scarce resource.

For typical accredited investors, secondaries and SPVs can be worth it for concentrated conviction bets, but the fee and liquidity costs eat into returns. A single secondary position can be locked up for years, and by the time fees, markups, and SPV carry are applied, the effective entry price can be meaningfully higher than the headline price per share.

For retail investors, traditional private-market investing is usually not worth the friction because most of the doors are closed. The more productive question is whether tracking a specific company's valuation trajectory matters to your portfolio. If it does, the realistic choices today are indirect public-market exposure or derivatives that offer price exposure without direct ownership.

For everyone, the honest downside is the same: private companies can fail, stay private for much longer than expected, or exit at valuations below the last round. A "worth it" outcome usually requires being right about the company, the entry price, and the exit timeline — not just one of the three.

If you want actual private shares, your options may be limited unless you are a highly connected accredited investor. If you want exposure to private-company value, the universe is broader. In that case, the more useful question is often not "How do I buy the shares?" but "What is the best way to participate in the market around this company before IPO?"

For many investors in 2026, that is the real shift.

FAQs

Can I invest in SpaceX, OpenAI, or Stripe before IPO?

Usually not directly. Primary rounds at companies like these are reserved for institutional investors and a small group of highly connected insiders. Accredited investors can sometimes access shares through the secondary market or an SPV, often at a markup and with fees. Non-accredited investors generally cannot buy shares directly, but they can pursue indirect exposure through public companies or funds that hold stakes, or use a derivatives platform such as Ventuals that offers pre-IPO price exposure to specific private companies without requiring direct ownership or accreditation.

How much money do I need to invest in private companies?

It depends on the path. Primary-round investing typically requires commitments of $250,000 to $1 million or more. Secondary share purchases through private-market platforms often start at $10,000–$50,000 per deal. Indirect exposure through public companies or funds costs whatever one share costs. Derivatives that give pre-IPO price exposure can have very low minimums.

Do I have to be an accredited investor to invest in private companies?

Not always, but for most traditional paths, yes. Direct private-market investing and secondary share purchases almost always require accredited-investor status. Regulation Crowdfunding is open to all investors but is rarely used by top-tier private companies. Indirect exposure through public companies or funds is generally open to non-accredited investors, as are newer derivatives platforms such as Ventuals that offer pre-IPO price exposure without an accreditation requirement.

What is the difference between primary and secondary private-market investing?

Primary means you are buying newly issued shares directly from the company, typically as part of a financing round. The money goes to the company. Secondary means you are buying existing shares from an existing holder — an employee, early investor, or insider. The money goes to the seller, not the company. Secondaries can be more accessible than primaries but usually carry higher fees and more transfer friction.

Can I sell private-company shares before an IPO?

Sometimes, but not freely. Private-company shares are often subject to company-imposed transfer restrictions, rights of first refusal, and approval requirements. Even when a willing buyer exists, closing a transfer can take weeks or months. Liquidity is one of the main disadvantages of holding the underlying shares directly.

The bottom line

There is no single way to invest in private companies. Primary rounds are still mostly reserved for insiders, institutions, and highly connected accredited investors. Secondary markets can open some doors, but they often come with accreditation requirements, high fees, long lockups, and heavy transfer friction.

For most people, the real choice is between indirect exposure through public companies and funds, or newer structures that offer tradable price exposure without direct ownership. The most useful question is not just "Can I invest in private companies?" — it is "What is the best way for me, specifically, to get exposure to the companies I care about before they IPO?"

If tradable pre-IPO price exposure fits how you want to participate, Ventuals is one place to see how it works in practice.