Why Boards Are Considering the Case for Fixed-Date Liquidity Events

Anchoring liquidity to a defined quarterly cadence creates important structural advantages for closely held companies.

By John Murray, VP Private Equity Sales, tZERO

As private companies reach Unicorn status and remain private longer, secondary liquidity has become an important board-level consideration. What was once viewed as an operational matter for finance teams is now clearly an issue of governance, risk management, and long-term value preservation.

In my work with issuers, Boards, CEOs, and CFOs, I sometimes see the following tension arise: the desire to support shareholders with liquidity, balanced against the need to retain control over ownership, pricing, and compliance. Even if these concerns are relevant, the question is no longer whether secondary trading should occur, but how it occurs and who controls it.

Why Fixed-Date Liquidity Is a Board-Level Solution

tZERO’s auction platform enables issuers toconsolidate secondary activity into a scheduled liquidity event, where buyer and seller interest is collected in advance and executed at a single clearing price under issuer-defined parameters. The auction platform was designed specifically for companies wrestling with governance challenges by consolidating secondary activity into issuer-controlled, fixed-date events, rather than allowing it to fragment continuously across the market.

Anchoring liquidity to a defined quarterly cadence creates important structural advantages for closely held companies.

First, it improves decision quality. When liquidity is available at a known time, buyers and sellers are compelled to make firm, informed decisions.

Second, it supports meaningful price discovery. Aggregating supply and demand into a single event allows a price to emerge based on actual participation.

Third, it promotes issuer oversight; Boards and management teams can engage proactively in the process.

This shift reflects a preference for predictability and structure, rather than an attempt to eliminate secondary liquidity altogether.

Preserving Issuer Control Without Eliminating Liquidity

A defining feature of quarterly liquidity events is that issuers remain in control throughout the entire transaction lifecycle.

Under the tZERO framework:

• All buyers and sellers are pre-approved through a regulated KYC/AML process
• Issuers can define acceptable price ranges in advance
• The order book is reviewed prior to execution by the issuer
• Final clearing prices are approved by the issuer
• Rights of first refusal can be administered within the auction structure

For closely held companies, this level of oversight is critical. Ownership transitions occur transparently, within known parameters, and in alignment with the company’s governance standards.

For CFOs and audit committees, the operational benefits are equally significant. Settlement, reporting, and cap table updates are coordinated through tZERO's regulated alternative trading system (ATS), reducing reconciliation complexity and minimizing post-transaction risk.

A Disciplined Model for Long-Term Value Creation

Quarterly liquidity events are not designed to replicate public markets or continuous secondary liquidity, nor should they be. They are designed to reflect the realities of private ownership, where stability, transparency, and control matter more than constant price movement.

By providing liquidity in an issuer-controlled environment, companies can:

• Support shareholders without encouraging short-term trading behavior
• Reduce price volatility and reject bids below a minimum floor price
• Reduce administrative and compliance strain
• Align liquidity with corporate planning and reporting cycles

Quarterly events allow companies to support shareholders while preserving Board-level and management oversight.

Choosing the Right Liquidity Model for the Right Stage

Liquidity is not merely a transactional feature of private markets. It is a strategic instrument. When designed intentionally, it supports employee retention, investor alignment, and long-term value creation.

Different liquidity models serve different issuer objectives, but structured approaches are increasingly resonating with Boards seeking clarity and consistency. For Boards overseeing companies navigating increasingly complex private markets, issuer-controlled auctions conducted quarterly or half-yearly offer a disciplined alternative to continuous trading models.

In a market that has prioritized speed and intermediaries, structured liquidity events can preserve issuer oversight and long-term stewardship of a company’s ownership structure.

For more information, contact:

John W. Murray

VP, Private Equity Sales

p: + 1 (347) 293-1245

e: jmurray@tzero.com

About tZERO

tZERO Group, Inc. (tZERO) and its broker-dealer subsidiaries provide an innovative liquidity platform for private companies and assets. We offer institutional-grade solutions for issuers looking to digitize their capital table through blockchain technology, and make such equity available for trading on an alternative trading system. tZERO, through its broker-dealer subsidiaries, democratizes access to private assets by providing a simple, automated, and efficient trading venue to broker-dealers, institutions, and investors. All technology services are offered through tZERO Technologies, LLC. For more information, please visit our website.

About tZERO Digital Asset Securities, LLC

tZERO Digital Asset Securities, LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. It is the broker-dealer custodian of all digital asset securities offered on tZERO’s online brokerage platform.More information about tZERO Digital Asset Securities may be found on FINRA’s BrokerCheck.

About tZERO Securities, LLC

tZERO Securities, LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. It is the operator of the tZERO Securities ATS. More information about tZERO Securities may be found on FINRA’s BrokerCheck.

Forward-Looking Statements by tZero

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