---
title: "What Is Stapled Secondary?"
term: "Stapled Secondary"
description: "A stapled secondary bundles a primary fundraise with a secondary purchase—new money into the company plus liquidity for existing shareholders in one transaction."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/stapled-secondary
---

# What Is Stapled Secondary?

> A stapled secondary bundles a primary fundraise with a secondary purchase—new money into the company plus liquidity for existing shareholders in one transaction.

A **stapled secondary** combines a **primary** investment (new shares to the company) with a **secondary** purchase (existing shares from founders, employees, or early investors) in a single close.

## How it works

The lead investor might put $30M into the company and buy $10M from selling shareholders. Founders get partial liquidity without a separate secondary process. The primary portion funds growth; the secondary portion does not hit the balance sheet but changes the cap table. Pricing may differ: primaries often use a fresh valuation; secondaries sometimes carry a discount.

Boards must manage conflicts—who sells, how much, and whether inside sellers know material nonpublic information.

## Why it matters

- **Founders:** Useful for de-risking personally while still raising growth capital in one negotiated round.
- **Investors:** New money investors accept cap table cleanup; sellers trade liquidity for potentially lower secondary pricing.

## Common mistake

Reporting the entire stapled amount as "capital raised." Only the primary portion is new company funding.

## Related ideas

Secondary sale, primary round, tender offer, and recapitalization.
## When you will see it

Growth rounds sometimes include founder secondaries stapled to primary capital so a new lead can buy a meaningful stake while fresh money hits the company balance sheet.

## Questions to ask

- What fraction of the round is primary versus secondary?
- Do all selling shareholders get the same price?
- Does the board approve seller selection and amounts?
## Practical takeaway

Treat **stapled secondary** as something to define precisely in writing—not assume everyone in the room shares the same meaning. In term sheets, board decks, and LP updates, tie the concept to a concrete decision: a vote, a price input, a fund policy, or a metric formula. When definitions drift, teams misprice risk, miss leverage, or waste cycles on the wrong conversation.

## FAQ

### What is stapled secondary in simple terms?

A stapled secondary bundles a primary fundraise with a secondary purchase—new money into the company plus liquidity for existing shareholders in one transaction. It is a label you will hear in deal conversations, cap tables, and fund marketing—not abstract theory.

### Why does stapled secondary matter?

Founders use it to bring in a lead while letting early investors or employees sell part of their stake. Founders and investors both need a shared definition before term sheets, diligence, or exit talks get serious.


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Source: https://venturecapitaltracker.com/glossary/stapled-secondary