# Hill: full content export > A marketplace to buy and sell shares in pre-IPO companies, built to open private markets to everyday investors, not just institutions and insiders. Summary and link index: https://hill.com/llms.txt --- # Help Center Source: https://hill.com/help/can-anyone-invest-in-private-companies # Can anyone invest in private companies? > Investing in private companies through Hill is limited to accredited investors only. No, investing in private companies through our platform is limited to accredited investors only. An accredited investor is an individual who meet *any* of the following criteria: - An annual income of $200,000+ ($300,000+ with spouse) for the past two years; - A net worth exceeding $1 million excluding their primary residence; or - A professional license in good standing, such as the Series 7, Series 65, or Series 82. These requirements exist because private company investments typically involve higher risk, less disclosure, and limited liquidity compared to public markets. The platform's focus on serving accredited investors allows it to offer exclusive pre-IPO opportunities while maintaining regulatory compliance. --- Source: https://hill.com/help/how-do-i-get-started # How do I get started? > How to sign up, verify your identity, and complete your investment profile to access Hill opportunities. Welcome to Hill! To access investment opportunities, you'll go through a quick, secure onboarding process. Here's what to expect: ## Step 1: Create Your Account Sign up using your name, email, and by creating a strong password. Once you're in, you'll be asked a few questions to verify your identity and confirm your eligibility to use Hill's platform. ## Step 2: Fill Out Your Profile The onboarding process includes three steps to verify your eligibility and make sure we're meeting regulatory requirements. Here's why we have to do that. ### 1. Identity Verification - We partner with Plaid to securely verify your identity. - Follow the prompts to complete the check. You may be asked to upload a photo ID. - Once you submit your information, you will either see: - **_Verified_**: Your identity is confirmed automatically, and you'll move on to the next steps! - **_Profile Under Review_**: We're doing a final check, so hang tight! We'll reach out to you within 24 hours. We may need to ask you a few additional questions to confirm your identity. ### 2. Accreditation Check To access Hill's investment opportunities, you must qualify as an accredited investor. To determine your status, we'll ask a few questions. This might include: - Your net worth (excluding your primary residence) - Your income (individually or jointly) - Any professional licenses you hold ### 3. Suitability Assessment Next, you'll answer a short set of questions that will help us assess if the opportunities on the platform meet required suitability standards for your profile: - Your risk tolerance - Your investment timeframe - Your investment experience - How important liquidity is to you ## What happens after onboarding? Once you complete the Identity Verification, Accreditation, and Suitability sections, you'll immediately see one of two outcomes: - **Access granted**: You'll be taken to your dashboard! - **Not eligible**: If you don't currently meet regulatory requirements, you'll see a message explaining why you're unable to invest at this time. ## Common Questions Q: Why do I see "Requirements Not Met"? It usually means you didn't meet the accreditation or suitability criteria based on your answers. You can read more about the regulatory requirements here. Q: I'm stuck on Identity Verification. What should I do? Try again as prompted. Plaid will guide you through the steps. If you have any issues, you can always reach out to us by contacting support. Q: What does "Being Reviewed" mean? It means our team is manually reviewing your information. We'll get back to you within 24 hours! --- Source: https://hill.com/help/what-is-a-best-efforts-offering # What is a best-efforts offering? > A unique offering mechanism to unlock more private market deals. A best-efforts offering is a way to participate in certain private market deals when the final share price isn't known at the time of investment. Instead of buying a fixed number of shares upfront, you commit a dollar amount with a maximum price per share (including fees). **This ensures you know the highest price you could pay before investing**, while still allowing the deal to move forward in a dynamic private market. ## Why do best-efforts offerings exist? In private markets, shares aren't always available at a single, fixed price during the entire offering period. Sellers may adjust pricing, allocations can change, and committed capital is often required before a transaction can close. A best-efforts structure allows investors to participate earlier, while protecting them with a clear price cap and defined outcomes. ## How it works You decide how much money to commit, and that amount is converted into an estimated number of shares based on the maximum price per share. At the time you place your order, the share number you see is a helpful estimate based on that maximum price per share and is later updated once the final purchase price is known. When a best-efforts offering closes, we will pursue the purchase of the underlying shares. At that point, the final all-in price per share will be determined. If the final price per share is lower, your dollars will buy more shares, so your final allocation will be adjusted upward to match your full commitment. Your share count will not decrease during this process, and you will never pay more than the maximum price per share shown when you placed your order. ## What to expect as an investor - The share price when the offering closes will never exceed the amount you entered - You may receive more shares if shares are acquired below the cap - You will receive your invested capital back if we are not able to acquire the underlying shares --- Source: https://hill.com/help/who-can-invest-on-hill # Who can invest on Hill? > Who is eligible to invest on Hill and why accreditation is required by regulation. ## Basic Requirements To get started, you must: - Be at least 18 years old - Complete and pass identity verification checks (KYC) - Complete and pass suitability checks - Qualify as an accredited investor ## What is an accredited investor? You may qualify as an accredited investor if one or more of the following requirements holds true: - Your net worth is over $1 million excluding your primary residence - Your income is at least $200,000 annually ($300,000 jointly with spouse) for the past two years, with the expectation of earning the same or more this year - You hold certain qualifying professional licenses (like Series 7, 65, or 82) During onboarding, we'll walk you through a short questionnaire to determine your status. ## Why accredited investors only? As outlined by the Securities and Exchange Commission, only those who meet the accredited investor standard are able to invest in Hill's private market investments. This is not determined by Hill; this is a legal requirement from the SEC that governs all private market investors. ## What is the suitability assessment? The suitability assessment is just a couple of questions to help us better understand your investment goals and experience. We do this by asking questions relating to your risk tolerance, investment timeframe, experience level, and liquidity needs. Our goal is to make sure the investments offered on Hill's platform fit your financial and personal circumstances. ## Understanding your status Once you've completed identity verification, accreditation, and the suitability check, your profile will be reviewed. Based on the results, you'll see one of the following: - **Dashboard Access** - You've met all the requirements to invest on Hill and can now explore investment opportunities on the platform. - **Requirements Not Met** - You don't currently meet all the necessary criteria to invest on Hill's platform. ## Why can't I invest? If you receive a message saying "Requirements Not Met", you do not meet the regulatory requirements to invest on Hill at this time. This may be due to your accreditation status, suitability assessment, or identity verification. Please note that these checks are required by law. You are always welcome to return if regulations evolve to allow broader access. If your circumstances have changed and you now qualify as an accredited investor, please reach out to support@hill.com and we will assist you with the onboarding flow. --- Source: https://hill.com/help/how-to-contact-us # How to contact Hill > The fastest ways to reach our team: in-app support chat, email, and concierge scheduling. We keep support close to where you invest. Here are the best ways to reach us, fastest first: ## In-app support chat If you have a Hill account, the in-app chat is the quickest way to get help with anything account-related: onboarding, verification, orders, or documents. Open the chat from anywhere in the app and a member of our team will pick it up. ## Email Write to us at **support@hill.com**. We answer every message. Include the email address on your Hill account so we can find your details quickly. ## Talk to a concierge Prefer a conversation? [Schedule time with a Hill concierge](/concierge), a dedicated expert who can walk you through account setup, accreditation verification, and your first investment. ## Press and media For interviews, quotes, or brand assets, email **hello@hill.com** and see our [brand page](/brand) for logos, colors, and company boilerplate. --- Source: https://hill.com/help/what-am-i-purchasing-when-i-invest # What am I purchasing when I invest? > When you invest on Hill, you are investing in a private single-asset fund. When you invest on the Hill platform, you are investing in a private single-asset fund. The single-asset fund either owns the stock directly or owns an interest in another private fund which owns the shares. --- Source: https://hill.com/help/why-does-hill-verify-my-identity # Why does Hill verify my identity? > Learn how Hill verifies your identity, complies with regulatory laws, and what to expect during the onboarding process. ## Why Verification is Important Identity verification helps us combat potential fraud and keeps us compliant with Know Your Customer (KYC) and Anti-Money Laundering (AML) regulatory requirements. By confirming your identity through Plaid, we protect both your account and our platform from unauthorized access. The information you provide during this process is handled with strict confidentiality and is used solely for verification purposes in accordance with federal financial regulations. ## KYC and AML KYC (Know Your Customer) is a legal requirement that helps financial platforms verify the identity of their users. This process is designed to prevent identity theft and financial fraud. AML (Anti-Money Laundering) is a broader set of practices and laws that help prevent money laundering and other financial crimes. Hill complies with both KYC and AML regulations to protect our platform, our investors, and the integrity of our financial system. ## What to Expect We partner with Plaid, an industry-leading verification service, to securely authenticate your identity in compliance with financial regulations. This quick process helps us combat potential fraud. To complete verification: - Plaid will guide you step-by-step through the personal identification requirements, including full legal name, date of birth, current address, and Social Security Number - You may be asked to upload a high-resolution photo of a valid government-issued ID (driver's license, passport, or state ID) - The system will perform real-time verification against official databases Most verifications only take about 2–3 minutes. It is important to note that all data submitted through Plaid is encrypted using the highest security protocols. If verification fails for any reason, don't worry! We will manually review your case and get back to you within 24 hours. ## Common Questions **Q: Why do I need to provide my ID?** **A**: The purpose of identity verification is to ensure that you are who you say you are. We're legally required to be compliant with the SEC and FINRA's laws to help combat potential fraud. **Q: Is my information safe?** **A**: Yes. Plaid encrypts and secures your data using bank-level security protocols. **Q: I've used Plaid before. Will I still need to upload my ID?** **A**: Maybe not. If you've completed identity verification with Plaid in the past, Plaid might have you skip the ID upload step. --- Source: https://hill.com/help/understanding-your-compliance-status # Understanding your compliance status > Your compliance status explained: what it means to have full access or be under manual review. After you complete onboarding, your profile goes through a quick compliance check. Here's what each status means and what to do next. ## Access Granted You've passed all required steps: identity verification, accreditation, and suitability. You now have full access to your Hill dashboard and can begin exploring investment opportunities! ## Profile Being Reviewed Some profiles require manual review by our compliance team. This doesn't necessarily mean something is wrong. We're just taking an extra look, so hang tight! **You will receive an email from our support team within 24 hours.** ## Requirements Not Met This means that, based on your answers, you didn't meet current eligibility criteria for investing on Hill. This may be because: - You didn't meet the accredited investor requirements (based on income, net worth, or licensing) - Your suitability score didn't align with the risk profile of our offerings We welcome you to return in the future if your financial circumstances change, or if legislation evolves to allow broader access. Hill is actively committed to advocating for more inclusive investment opportunities. --- Source: https://hill.com/help/what-is-a-single-asset-fund # What is a single-asset fund? > A private investment fund set up for the purpose of acquiring a specific asset. A single-asset fund (SAF) is a private investment fund setup for the purpose of acquiring a specific asset. The offerings on our platform are structured as single-asset funds where one unit of ownership in the private fund provides the same economic exposure to one share of the underlying asset. --- Source: https://hill.com/help/how-does-hill-gain-access-to-pre-ipo-investment-opportunities # How does Hill gain access to pre-IPO investment opportunities? > Hill secures investment opportunities through strong relationships with venture capital firms, asset managers, and company founders. We secure investment opportunities through strong relationships with venture capital firms, asset managers, and company founders. --- Source: https://hill.com/help/international-investors-on-hill # International investors on Hill > Hill supports international investors in a growing number of countries and territories. Hill supports international investors in a growing number of countries and territories. Users in the regions listed below can create accounts, complete verification, and participate in eligible investment opportunities on the platform. This list is reviewed and updated regularly as we expand support for additional jurisdictions. ## Available Regions

Asia-Pacific

 - 🇦🇺 Australia - 🇧🇳 Brunei - 🇨🇳 China - 🇫🇯 Fiji - 🇭🇰 Hong Kong SAR - 🇮🇳 India - 🇮🇩 Indonesia - 🇯🇵 Japan - 🇰🇿 Kazakhstan - 🇲🇴 Macao SAR - 🇲🇾 Malaysia - 🇳🇿 New Zealand - 🇵🇭 Philippines - 🇼🇸 Samoa - 🇸🇬 Singapore - 🇰🇷 South Korea - 🇹🇼 Taiwan - 🇹🇭 Thailand

Europe

 - 🇦🇱 Albania - 🇦🇩 Andorra - 🇦🇲 Armenia - 🇦🇹 Austria - 🇧🇪 Belgium - 🇭🇷 Croatia - 🇨🇿 Czech Republic - 🇩🇰 Denmark - 🇪🇪 Estonia - 🇫🇮 Finland - 🇫🇷 France - 🇬🇪 Georgia - 🇩🇪 Germany - 🇬🇮 Gibraltar - 🇬🇷 Greece - 🇮🇸 Iceland - 🇮🇪 Ireland - 🇮🇹 Italy - 🇱🇻 Latvia - 🇱🇮 Liechtenstein - 🇱🇹 Lithuania - 🇱🇺 Luxembourg - 🇲🇩 Moldova - 🇲🇪 Montenegro - 🇳🇱 Netherlands - 🇲🇰 North Macedonia - 🇳🇴 Norway - 🇵🇱 Poland - 🇵🇹 Portugal - 🇸🇲 San Marino - 🇸🇰 Slovakia - 🇸🇮 Slovenia - 🇪🇸 Spain - 🇸🇪 Sweden - 🇨🇭 Switzerland - 🇬🇧 United Kingdom

North America

 - 🇦🇬 Antigua and Barbuda - 🇧🇧 Barbados - 🇧🇲 Bermuda - 🇨🇦 Canada - 🇨🇷 Costa Rica - 🇩🇲 Dominica - 🇬🇩 Grenada - 🇯🇲 Jamaica - 🇲🇽 Mexico - 🇱🇨 Saint Lucia - 🇻🇨 St. Vincent and the Grenadines - 🇹🇹 Trinidad and Tobago - 🇺🇸 United States of America

South America

 - 🇦🇷 Argentina - 🇧🇷 Brazil - 🇨🇱 Chile - 🇨🇴 Colombia - 🇵🇪 Peru - 🇺🇾 Uruguay

Middle East

 - 🇧🇭 Bahrain - 🇮🇱 Israel - 🇰🇼 Kuwait - 🇶🇦 Qatar - 🇸🇦 Saudi Arabia - 🇹🇷 Turkey - 🇦🇪 United Arab Emirates

Africa

 - 🇧🇼 Botswana - 🇲🇺 Mauritius - 🇸🇨 Seychelles - 🇿🇦 South Africa - 🇹🇳 Tunisia
## What should you know?
### Availability May Vary by Offering - Some opportunities may be subject to jurisdiction-specific restrictions under issuer rules or regulations. ### Depending on your location, you may be asked for: - Government-issued identification documents. - Accreditation or wealth documentation. ### Funding your investments: - You can fund your investments via wire transfer.
## Need Help Getting Started? If you have any questions, our Client Services team is happy to walk you through: - International onboarding - Verification questions - Funding your first investment - Understanding offering access Reach out anytime through our chat or email us at **support@hill.com** --- # Glossary Source: https://hill.com/learn/glossary/409a-valuation # 409A Valuation > An independent appraisal of the fair market value (FMV) of a private company's common stock used to set option strike prices and stay compliant with IRS rules. A 409A valuation is an independent appraisal of the fair market value (you’ll sometimes see this referred to as the “FMV”) of a private company's common stock, as required by section 409A of the IRS's internal revenue code. This valuation determines how much a share of the company's stock would go for on the open market and is crucial for offering equity to service providers without risking IRS penalties. The 409A valuation helps ensure that companies accurately value themselves, preventing potential tax evasion or misleading investors. Private companies, especially early-stage startups, must obtain a 409A valuation before issuing shares (or options to purchase shares) to employees. Unlike public companies that rely on their current stock price, private companies need to determine the fair market value of their common shares. This value will be the “strike price” in the case of options, and the purchase price in the case of a restricted stock grant. Obtaining "safe harbor" status, which protects the valuation from IRS scrutiny, is beneficial and requires working with a qualified, independent, third-party appraiser. --- Source: https://hill.com/learn/glossary/accredited-investor # Accredited Investor > An investor who meets specific income, net worth, or professional criteria that allow them to participate in certain private investment opportunities. An investor who meets specific financial criteria, granting them access to exclusive investment opportunities, including the ability to invest in private companies under certain securities law exemptions. ## Individuals Individuals can qualify as accredited investors based on their wealth and income. To qualify, they must have at least one of the following: - A net worth exceeding $1 million (excluding primary residence), or - Individual income of over $200,000 in each of the past two years (or $300,000 with a spouse), with a reasonable expectation of the same for the current year - Series 7, Series 65, or Series 82 licenses as a financial professional in good standing with FINRA. - For investments in private funds, “knowledgeable employees” of the fund. ## Entities Entities can also qualify as accredited investors based on their investments or assets. To qualify, entities must meet at least one of the following: - Entities with assets exceeding $5 million, such as corporations, partnerships, LLCs, trusts, charitable organizations, family offices, and employee benefit plans. - Certain financial entities, including banks, insurance companies, registered investment companies, and business development companies. - SEC-registered broker-dealers, investment advisers that are registered with the SEC or a state, and exempt reporting advisers. - An entity where all equity owners are accredited investors. --- Source: https://hill.com/learn/glossary/alternative-minimum-tax-amt # Alternative Minimum Tax (AMT) > A parallel tax system designed to ensure high-income individuals pay a minimum amount of tax by limiting certain deductions and preferences. The Alternative Minimum Tax (AMT) is a separate tax system that exists alongside the regular income tax system. It was designed to ensure that high-income individuals pay a minimum amount of tax by limiting certain deductions and credits that can reduce taxable income. If your income exceeds the AMT exemption amount, you need to calculate your tax liability under both the regular tax system and the AMT system, and pay the higher amount. Exercising incentive stock options (ISOs) can trigger the AMT because the spread between the exercise price and the fair market value of the stock at the time of exercise is included as income for AMT purposes. If you exercise ISOs and don't sell the stock in the same year, you would need to add the spread to your income when calculating AMT. To calculate AMT, you need to determine your Alternative Minimum Taxable Income (AMTI), which includes your regular income plus certain adjustments and preference items. The AMTI is then reduced by the AMT exemption amount, which varies depending on your filing status. The exemption amount starts to phase out once your AMTI reaches a certain threshold. The remaining AMTI is then subject to the AMT tax rates, which are either 26% or 28%, depending on your income level. If you owe AMT, you may be eligible for an AMT credit, which can be used to reduce your tax obligation in future years. It's important to consult with a tax professional to understand how exercising stock options may impact your tax liability and to explore strategies to minimize AMT, such as selling the stock in the same year or considering early exercising with an 83(b) election. --- Source: https://hill.com/learn/glossary/board-of-directors # Board of Directors > A group responsible for a company's strategic direction and governance, required for Delaware C-Corps and central to major decisions. A startup’s Board of Directors (often referred to as the “Board”) refers to a group of individuals responsible for overseeing a company's strategic direction and governance. A Board is mandatory for all Delaware C-Corporations, the business form used by almost all venture-backed startups. The Board guides decision-making to align with the company's goals and interests. When establishing a board, it is advisable to seek guidance from a lawyer experienced in board setup. The composition of the board is crucial as its members are responsible for making critical decisions for the company. These decisions include fundraising, acquisitions, and hiring or firing senior management. It's important to have knowledgeable individuals with industry expertise on the board to ensure well-informed decision-making. Board meetings frequency varies based on the company's stage and needs. Startup boards typically meet in person once a quarter to review results and discuss strategy. Compensation for board members varies depending on their identity and stage of the company. Representatives of investment funds usually don't receive compensation, while independent board members may receive equity or cash compensation. The company generally reimburses directors for expenses and provides liability protection through directors and officers insurance. Having a well-structured board of directors with diverse expertise and a shared commitment to the company's success is crucial for effective decision-making and overall growth. The board plays a significant role in providing strategic direction, approving key hires and budgets, and offering advice and guidance. ## Composition While the board doesn't need to be elaborate and can consist of a single person, it often includes internal members, such as founders and executives, as well as external members like independent directors or investors. Typically, the founder initially appoints themselves to the board and adds more members as the company grows. ## Responsibilities The board sets the company's vision, mission, and strategic goals. They provide guidance, monitor performance, and make critical decisions regarding crucial business decisions, executive hiring, stock option grants, budget approval, and risk assessment. ## Fiduciary Duty Board members have a fiduciary duty to act in the best interests of the company and shareholders. They must uphold honesty, integrity, and due care in fulfilling their responsibilities. ## Board Meetings Boards hold regular meetings to discuss financial performance, strategic initiatives, and address challenges or risks. These meetings serve as a platform for decision-making and evaluation. A well-functioning board offers valuable insights, mentorship, and strategic guidance to help startups overcome challenges and achieve long-term success. --- Source: https://hill.com/learn/glossary/capitalization-table # Capitalization Table > A cap table is a snapshot of who owns what in a company, showing equity holders, their ownership percentages, and how financing events affect them. A capitalization table, also known as a “cap table”, is a critical document that provides a snapshot of a startup's ownership structure at a given point of time. Typically, it is a dynamic spreadsheet that outlines the shareholders of the company and their respective ownership percentages. Cap tables are essential for founders and investors to make informed decisions regarding equity ownership and capitalization. In simple terms, a cap table breaks down who owns what in the startup. It highlights the distribution of ownership among various stakeholders, including founders, executives, key employees, angel investors, and venture capital firms. The table includes different types of ownership interests, such as common shares, preferred shares, options, warrants, SAFEs, and convertible notes. It usually serves as a crucial due diligence item during fundraising, revealing how each stakeholder is impacted by the injection of capital. A well-structured capitalization table typically categorizes shareholders by type and stock class. Shareholders can be listed by shareholder type or in descending order of ownership percentage. Additionally, cap tables may incorporate additional information about funding rounds, public offerings, mergers, acquisitions, and significant financial transactions. These details provide valuable insights for decision-making by company executives. Regular updates are vital to maintaining an accurate capitalization table. As the startup grows and the ownership structure becomes more complex, transitioning from manual updates using spreadsheet software to dedicated accounting software is a common practice. Keeping the cap table current enables founders and investors to navigate equity-related decisions and better understand the impact of funding and growth on the company's ownership structure. --- Source: https://hill.com/learn/glossary/common-stock # Common Stock > The most basic class of equity, typically held by founders and employees, representing ownership with voting rights and residual claims on a company’s assets. Common stock refers to the most basic class of equity ownership. It is typically held by individuals (usually founders and employees) at a startup--investors generally hold preferred stock. These shares represent an ownership stake in the company and give shareholders certain rights and privileges. Key features of common stock include: - **Ownership Rights**: Common stockholders have an ownership interest in the company and can participate in the company's growth and success. They have the right to receive dividends, if declared by the company's board of directors (though this is quite rare in the startup world), and may accrue significant wealth if the stock's value increases from the time it was acquired by the holder. - **Voting Rights**: Common stockholders generally have the right to vote on important matters that affect the company's operations and direction. Each share of common stock typically carries one vote, although certain voting arrangements may give some shareholders more voting power than others. - **Residual Claim on Assets and Earnings**: In the event of a company's liquidation or winding up, common stockholders have a claim on the company's assets after creditors and preferred shareholders are paid. This means that common stockholders have a higher risk compared to creditors or preferred shareholders. - **Limited Liability**: Common stockholders, just like Preferred Stockholders, enjoy limited liability, which means their losses in the company's activities are generally limited to the amount they have invested in the stock. They are not personally liable for the company's debts or legal obligations beyond their investment. It's important to note that common stockholders may have different rights and privileges depending on the documents governing the company’s organization. These variations can include restrictions on voting rights, dividend preferences, and other provisions that may impact the rights and benefits associated with common stock ownership. --- Source: https://hill.com/learn/glossary/convertible-note # Convertible Note > A short-term debt instrument that converts into equity, commonly used in early-stage startup financing. A convertible note is a short-term debt instrument that can convert into equity under predefined conditions. It is commonly used in early-stage financing for startups. Investors provide funds to the company in the form of convertible notes, which are recorded as debt until a conversion event occurs. This event usually takes place during a future funding round or a significant event like an acquisition or IPO. Upon conversion, the notes transform into ownership stakes in the company, typically in the form of preferred shares. Convertible notes offer a hybrid structure, blending elements of both debt and equity. The mechanics of a convertible note depend on whether a conversion event takes place. If no conversion occurs, the note functions as a traditional debt instrument, with a maturity date and potential interest earnings. In case of a conversion, the amount converted into equity includes the principal amount and any accrued interest. The conversion price can be determined by a valuation cap or a discount rate. A valuation cap sets the maximum value at which the notes convert, while a discount rate provides noteholders with a reduction on the valuation at the time of conversion. Some convertible notes may specify both a cap and a discount rate, with the conversion taking place at the lower of the two options. Convertible notes offer benefits for both founders and investors. They allow for faster access to financing, simpler negotiations compared to priced equity rounds, and lower legal and administrative costs. Founders can postpone the valuation discussion until a later stage, while investors can negotiate favorable conversion terms and receive interest payments that can convert into equity. However, founders should consider potential dilution and the strain of interest payments on cash flow, while investors should be cautious about an overly complex capitalization table. --- Source: https://hill.com/learn/glossary/crowdfunding # Crowdfunding > A way for startups to raise capital by offering equity to many individual investors through online platforms. Equity crowdfunding, also known as crowd investing or investment crowdfunding, is a method of raising capital for startups and early-stage businesses. It involves offering ownership stakes or equity in the company to a wide range of individual investors through online platforms like WeFunder, Republic, and SeedInvest. This alternative funding approach allows entrepreneurs to sell small portions of ownership to a diverse pool of investors, who generally do not need to be accredited, enabling them to retain more control over their businesses compared to traditional venture capital funding. One of the primary advantages of equity crowdfunding is its flexibility in investment terms. Unlike venture capital firms that often demand significant equity in exchange for funding, entrepreneurs can set their own terms for the investment. This level of control empowers entrepreneurs to negotiate agreements that align with their business vision and needs. Equity crowdfunding also provides access to a broader pool of potential investors. While venture capital firms typically target a limited group of affluent individuals or institutions, equity crowdfunding allows entrepreneurs to engage a larger audience, including everyday people who may not have extensive financial resources. This wider reach not only enhances the chances of securing funding but also generates more interest and support for the business. Overall, equity crowdfunding offers entrepreneurs an alternative and viable method to raise capital for their ventures. It provides flexibility in investment terms, access to a diverse range of investors, and the opportunity to retain more ownership and control. These factors have contributed to the growth and popularity of equity crowdfunding as a funding option for startups and early-stage businesses. --- Source: https://hill.com/learn/glossary/dilution # Dilution > The reduction in an existing shareholder’s ownership percentage when a company issues additional equity. Dilution refers to the decrease in ownership percentage of existing shareholders in a company when new equity is issued. This typically occurs when a company raises capital or establishes stock option pools, resulting in the issuance of additional shares. As a consequence, the ownership stake of existing shareholders is diluted. Dilution can impact various aspects of a stock, including voting control, earnings per share, and the value of individual shares. In early-stage equity financing, dilution is a common occurrence as startups go through multiple funding rounds to fuel their growth. The timing of investment plays a significant role, as earlier investors are more likely to experience higher levels of dilution. Factors contributing to dilution include the issuance of new shares to investors in subsequent funding rounds, the expansion of stock option pools for employees, and the conversion of convertible securities like convertible notes or simple agreements for future equity (SAFEs). Understanding these dilutive events and their effects is essential for investors to make informed decisions and protect their investment interests. While dilution may initially seem undesirable, it is often a necessary step for companies seeking to raise capital and expand their operations, which often coincides with valuation growth. Investors experiencing dilution often end up owning a smaller, yet more valuable piece of a bigger pie. Additional funding can lead to an increase in the company's valuation, which may benefit shareholders in the long term. --- Source: https://hill.com/learn/glossary/early-exercise # Early Exercise > Exercising stock options before they fully vest, often to start tax holding periods or pursue potential tax advantages, while taking on more risk. Early exercise refers to the practice of exercising stock options before they have fully vested. Please note that companies often do not allow early exercise, and one should check such individual’s stock grant documents with respect to this feature. Stock options grant the option holder the right to purchase company stock at a predetermined price, known as the “exercise price.” By early exercising, the option holder can become a stockholder and potentially benefit from any future increase in the stock's value. However, early exercise carries risks, as the option holder may lose all or part of their investment if the stock's value decreases. Early exercising can be done for both incentive stock options (ISOs) and nonqualified stock options (NSOs), but the tax implications and requirements may differ. When an option holder chooses to early exercise a stock option, they gain certain stockholder rights. Generally, these rights include the ability to vote on matters related to the company, receive dividends if declared, and access company financial information. The option holder is treated as any other holder of the company's common stock, regardless of whether the shares have fully vested or not. However, it's important to note that the optionholder's rights may be subject to any restrictions or agreements outlined in the stock option plan or agreement. In addition to the stockholder rights mentioned earlier, early exercising a stock option can provide the option holder with potential tax advantages and the opportunity to start the clock on certain holding periods. By exercising the options before they fully vest, the option holder may be able to minimize their tax liability by locking in a lower tax rate based on the current value of the shares. Furthermore, early exercising initiates the holding period required for long-term capital gains tax treatment, which can result in lower taxes upon selling the shares in the future if their value increases. Additionally, if the company qualifies as a qualified small business, early exercising can start the holding period for qualified small business stock, potentially leading to significant tax savings. However, it's essential to carefully consider the risks associated with early exercise, such as the possibility of the company's failure, limited liquidity in the private market, and the potential for share buybacks by the company if the option holder leaves before the options fully vest. --- Source: https://hill.com/learn/glossary/employee-stock-option-plan-esop # Employee Stock Option Plan (ESOP) > A pool of shares and governing rules that startups use to grant equity to employees and other service providers. An Employee Stock Option Plan (ESOP) is a bucket of shares of a company’s common stock (and a set of rules that governs their distribution) reserved for distribution to new hires. The establishment of an ESOP is a popular method to incentivize and reward employees. Startups often use ESOPs to attract and retain top talent when they may not be able to offer competitive salaries or benefits. ESOPs in startup companies typically pre-approve certain vesting schedules, which outline the timeframe over which employees become eligible to exercise their options and/or fully own stock that they purchased via restricted stock purchase agreements. This incentivizes employees to stay with the company for a certain period, aligning their interests with the long-term success of the startup. --- Source: https://hill.com/learn/glossary/fair-market-value-fmv # Fair Market Value (FMV) > The price at which one share of a private company's stock would be valued on the open market, often determined via a 409A valuation. Fair Market Value (FMV), in the context of private companies, refers to the price at which one share of the company's stock would be valued on the open market. Unlike public companies, private companies do not have readily available market prices for their stocks. Therefore, a mechanism called a 409A valuation is used to determine the FMV of a private company's stock. A 409A valuation is an independent appraisal conducted by an unbiased third-party appraiser to assess the value of a company's common stock. It is required to ensure that the company’s stock plan is in compliance with securities laws. The 409A valuation process involves analyzing various quantitative and qualitative factors, such as the company's financial statements, cash flows, cap table, and industry comparables. Additionally, intangible assets like copyrights and trade secrets may also be considered. The valuation firm, often employing professional appraisers, estimates the enterprise value of the company and allocates it among the different equity types in the cap table. By dividing the enterprise value by the total number of shares, the fair market value of a single share of common stock can be determined. It's important to note that factors like illiquidity and restrictions on selling the shares may also affect the FMV. Fair market value should not be confused with market value, which refers to the price at which an asset can be sold in an open marketplace. In the real estate industry, fair market value is used to estimate the current market price of a property by considering recent sales of similar properties. --- Source: https://hill.com/learn/glossary/form-1099-b # Form 1099-B > An IRS tax form used to report the sale of capital assets, including private company stock, for calculating capital gains or losses. Form 1099-B is an IRS tax form specifically used for reporting the sale of private company stock. When you sell shares of stock in a private startup or small business, the broker-dealer or financial institution involved will provide you with a Form 1099-B to document the transaction. This form is mandatory, and essential for calculating capital gains or losses on your federal and state income tax returns. The purpose of Form 1099-B is to report the proceeds from the sale of capital assets, such as privately held company shares. Unlike publicly traded stocks, the sale of private company stock may involve additional complexities, such as valuations and stock option exercises, which need to be accurately reflected on the form. By receiving and properly utilizing Form 1099-B, you can ensure that you comply with tax regulations and accurately report your capital gains or losses from the sale of private company stock. It is important to consult with a tax professional or advisor familiar with the intricacies of private company stock sales to ensure that you correctly interpret and utilize the information provided on Form 1099-B for accurate tax reporting. --- Source: https://hill.com/learn/glossary/form-d # Form D > A filing with the SEC that lets companies report a private securities offering instead of going through full registration. Form D is a required filing with the Securities and Exchange Commission (SEC) that companies use to inform the SEC about their sale of securities without going through a full registration process. When a startup wants to raise funds by offering stock, they can choose to file Form D instead of conducting an initial public offering (IPO) or selling stock to the general public. Practically speaking, private stock offerings necessitating the use of Form D are the only way that startups can sell stock. By filing Form D, companies notify the SEC that they are making a private offering of securities to a specific group of investors. Filing Form D is important because it helps companies comply with securities laws and regulations. It ensures that companies follow the proper procedures when selling securities and provide necessary information to the SEC. This form allows companies to raise funds from accredited investors or qualified institutional buyers without undergoing the lengthy and complex registration process. Companies must file Form D within 15 days after the first sale of securities in their offering. The filing is done electronically using the SEC's EDGAR system, which is a platform for submitting and accessing financial reports and other required filings. --- Source: https://hill.com/learn/glossary/founders-preferred-stock # Founders’ Preferred Stock > A special class of founders’ equity that can automatically convert into preferred stock, often used to manage tax on secondary sales. Founders’ Preferred Stock, also known as Founders’ Preferred Shares (or Class FF Shares), is a special type of equity issued to the founders of a startup company. It represents a form of common stock that includes a conversion feature. This feature allows the Founder's Preferred Stock to be automatically converted into preferred stock under certain circumstances or transactions. The main purpose of Founders’ Preferred Stock is to address specific tax considerations related to the sale of shares by founders. Generally, by converting their common stock into Founders’ Preferred Stock, founders can sell their shares to investors without potentially triggering adverse tax consequences. This conversion ensures that the transaction is treated as a capital gain rather than ordinary income for the founders. Founders’ Preferred Stock typically comes with specific conditions and restrictions. It often includes provisions that allow for automatic conversion into the same class of preferred stock being sold in a new financing round, subject to approval by the company's board of directors. This conversion feature helps to avoid potential complications regarding the exchange of value between the company and the founders. It's worth noting that the use of Founders’ Preferred Stock may vary, and its acceptance among venture capitalists (VCs) can differ. While Founders’ Preferred Stock provides founders with an opportunity for early liquidity, some VCs may prefer founders to maintain a long-term commitment to the company's success. --- Source: https://hill.com/learn/glossary/founders-stock # Founders’ Stock > The initial common shares issued to a startup’s founders, usually purchased at a very low price and sometimes subject to vesting. Founders’ stock refers to the shares that are initially issued to the founders of a startup company. It represents the ownership stake held by the individuals who played a crucial role in establishing and launching the company. In most cases, founders' stock does not come with any special rights or privileges that differentiate it from the common stock eventually issued to other shareholders. The founders hold common stock, which typically carries the same rights and privileges as the common stock issued later on. This means that founders have voting rights, potential dividend distributions, and the ability to participate in any future appreciation of the company's value. However, what distinguishes founders stock is the low purchase price at which it is issued. When a startup is formed, its value is often minimal or nonexistent. As a result, founders are usually issued their shares at a very low cost or nominal price, reflecting the early-stage and high-risk nature of the company. It's worth noting that founders' stock may be subject to vesting provisions, which means that the founders' ownership of the shares may be earned over a specific period of time or upon achieving certain milestones. Vesting ensures that founders have ongoing commitment and alignment with the company's long-term goals. --- Source: https://hill.com/learn/glossary/incentive-stock-options-isos # Incentive Stock Options (ISOs) > A type of employee stock option with potential preferential tax treatment if certain holding periods are met. Incentive Stock Options (ISOs) are a type of stock option granted to employees, providing them with the opportunity to purchase company shares at a predetermined price, known as the exercise price. Unlike non-qualified stock options (NQSOs), ISOs offer preferential tax treatment. When employees exercise ISOs, they typically don't have to pay taxes at that time, but instead, they incur taxes when they sell the acquired stock. ISOs are often included in compensation packages offered by startups and other companies to motivate employees and encourage their long-term commitment. The value of ISOs can increase over time, allowing employees to potentially benefit from the growth in stock value. It's important to note that exercising ISOs is not mandatory, and employees have the flexibility to decide when to exercise them. ISOs differ from NSOs in terms of tax implications. With NQSOs, employees are taxed both when they exercise the options and when they sell the stock, often resulting in higher taxes compared to ISOs. Additionally, companies may offer alternative equity compensation such as restricted stock awards (RSAs) or restricted stock units (RSUs), which do not require exercise but are granted as shares directly. To take advantage of the tax benefits associated with ISOs, employees must hold the acquired stock for at least one year after exercise and two years after the grant date. By meeting these requirements, employees may be eligible for lower capital gains tax rates on the increase in stock value. However, it's important to consult with a tax advisor, as the alternative minimum tax (AMT) may apply in certain cases. ISOs typically have a lifespan of 10 years, but companies may impose post-termination exercise (PTE) periods, limiting the time frame for employees to exercise options after leaving the company. If ISOs are not exercised within the specified period, they may lose their favorable tax treatment and be taxed like NQSOs. _Please note that the above summary is a concise and simplified overview of incentive stock options and their main features. For comprehensive and specific guidance regarding ISOs, it's recommended to consult with a qualified tax advisor or legal professional._ --- Source: https://hill.com/learn/glossary/non-participating-stock # Non-Participating Stock > A class of preferred stock that gives investors a liquidation preference but generally no right to participate further in remaining proceeds. Non-participating preferred stock is a type of Preferred Stock issued by startup companies to investors, providing them with preferential rights and privileges in certain circumstances. Unlike participating preferred stock, non-participating preferred stockholders have the option to be entitled solely to their liquidation preference and not the ability to participate in the distribution of any remaining proceeds. In the event of a company sale or liquidation, non-participating preferred stockholders have the right to receive their initial investment amount (liquidation preference) before common shareholders. However, they do not have the opportunity to further participate in the distribution of remaining funds or assets beyond their liquidation preference. The other option, generally, gives investors the opportunity to either receive their liquidation preference multiple or convert their preferred shares to common stock on a 1:1 basis. By converting to common stock, non-participating preferred stockholders can participate in the distribution of proceeds as if their shares were common stock, sharing in the remaining funds alongside other common shareholders. The choice between receiving the liquidation preference or converting to common stock allows non-participating preferred stockholders to adapt their investment strategy based on their preferences and the specific circumstances of the exit event. --- Source: https://hill.com/learn/glossary/non-qualified-stock-options-nqsos # Non-Qualified Stock Options (NQSOs) > Employee stock options that do not receive ISO tax treatment and are generally taxed as ordinary income on exercise. Non-Qualified Stock Options (NQSOs) are a type of stock option that employees can receive. Unlike Incentive Stock Options (ISOs), NQSOs do not qualify for preferential tax treatment under the United States Internal Revenue Code. NQSOs are included as part of an employee's compensation package and provide the opportunity to purchase company shares at a predetermined price, known as the exercise price. When exercising NQSOs, employees typically incur ordinary income tax obligations, both at the time of exercise and when selling the acquired stock. Upon exercising NQSOs, employees are required to pay ordinary income tax on the spread between the exercise price and the fair market value of the stock. When selling the NQSO-acquired stock, the resulting gains may be subject to either ordinary income tax or capital gains tax, depending on various factors. _Please note that the provided summary offers a simplified explanation of non-qualified stock options (NQSOs) and their tax implications. For accurate and comprehensive information tailored to your specific situation, it is advised to seek advice from a qualified tax professional or legal expert._ --- Source: https://hill.com/learn/glossary/option-pool # Option Pool > A block of common shares set aside to grant equity to employees and other service providers. An option pool refers to a designated block of common shares set aside by a company to be issued as equity to individuals (and in some cases, business entities) who provide services to the company. This group can include employees, advisors, consultants, and independent contractors. While startups may not exactly be able to offer top-market salaries, the potential upside of early equity in a growing company can be an attractive incentive. Moreover, venture capital investors commonly expect startups to have an option pool to grant employee equity, making it an industry standard in the startup ecosystem. In practical terms, the option pool is a block of Common Stock reserved for the company’s service providers. It is represented on the company's capitalization table and is depleted each time a service provider joins the company or receives a “top up” stock grant during their employment. Startups use the option pool to budget and reserve equity for future hires between funding rounds. This approach avoids the need for individual equity grants and the associated complexities and burdens. The option pool also enables current and future investors to understand the company's overall ownership structure and percentage they acquire when investing. Although called an "option" pool, the equity granted from the pool can take various forms, including stock options, restricted stock awards (RSAs), and restricted stock units (RSUs). The size of the option pool and its formation are determined by the company's stock option plan, which outlines the number of shares reserved. The plan requires approval from the board of directors and shareholders and typically lasts for a specified period, such as ten years. --- Source: https://hill.com/learn/glossary/participating-stock # Participating Stock > Preferred stock that gives investors both a liquidation preference and the right to share in remaining proceeds with common shareholders. Participating preferred stock is a type of Preferred Stock issued by startup companies to investors, providing them with preferential rights and privileges in the event of a company sale or liquidation event. It grants investors both a liquidation preference and the ability to participate in the distribution of remaining proceeds. In the event of a company sale or liquidation, participating preferred stockholders generally have the right to receive their initial investment amount (liquidation preference) before common shareholders. Additionally, they have the opportunity to participate in the distribution of any remaining funds or assets on a pro-rata basis, along with common shareholders. The participation feature allows participating preferred stockholders to potentially receive higher returns on their investment. Once they have received their liquidation preference, they can convert their preferred shares into common shares and share in the distribution of the remaining proceeds based on their ownership percentage. However, this participation can dilute the value available to common shareholders. Participating preferred stock terms, including the specific liquidation preference and participation rights, are outlined in the stock's governing documents. It is important for both investors and startup companies to carefully negotiate these terms to ensure fair and aligned interests. Seeking legal and financial advice is recommended to navigate the complexities of participating preferred stock and its implications for all parties involved. --- Source: https://hill.com/learn/glossary/preferred-stock # Preferred Stock > A class of stock with special rights and protections, commonly held by venture investors instead of common stock. VC investors typically negotiate for “Preferred Stock,” a type of company shares that have special rights and privileges. Some of these benefits are included below: - **Liquidation Preferences**: Preferred shareholders often are paid before common shareholders in the event of a liquidation event, such as a sale or IPO. You can read more about this here. - **Anti-Dilution Protection**: Preferred shareholders are protected against dilution caused by future fundraising rounds or down rounds. - **Protective Provisions**: Preferred shareholders can negotiate for provisions that allow them to veto certain corporate actions. - **General voting rights and board representation**: Preferred shareholders can have similar voting rights as common shareholders and the ability to elect board members. Not all preferred shares are the same, as different financing rounds may have different classes of preferred shares with varying rights and privileges. --- Source: https://hill.com/learn/glossary/primary-market # Primary Market > The market where a company issues new securities directly to investors to raise capital. The primary market refers to the initial issuance and sale of securities by a startup company to investors. It is the first time that securities, such as stocks or bonds, are offered by the company to raise capital and fund its operations. In the primary market, startup companies issue securities directly to investors, either through private placements or public offerings. Private placements involve selling securities to a select group of investors, such as venture capitalists or angel investors. Public offerings, on the other hand, involve registering the securities with regulatory authorities and making them available for purchase by the general public through an initial public offering. Before a primary market offering closes, startup companies, along with their investors, determine the terms and conditions of the securities being offered, such as the price per share, the total number of shares, and any additional rights or restrictions associated with the securities. Investors participating in the primary market have the opportunity to acquire securities directly from the issuing company. By purchasing securities in the primary market, investors provide the necessary capital to support the startup's growth plans, product development, and market expansion. The primary market plays a crucial role in the lifecycle of startup companies by enabling them to raise funds and access capital from investors. It allows startups to finance their operations and pursue their business objectives, while offering investors the potential for capital appreciation and returns on their investments. It's important to note that after the initial issuance in the primary market, securities can be traded among investors in the secondary market, providing liquidity and allowing investors to adjust their investment portfolios based on their objectives and market conditions. --- Source: https://hill.com/learn/glossary/qualified-small-business-stock-qsbs # Qualified Small Business Stock (QSBS) > A tax designation that can allow investors to exclude some or all of the gain on the sale of qualifying startup stock from federal taxes. QSBS refers to a tax exemption that allows individuals to potentially avoid capital gains taxes when selling their stake in a startup or small business. This tax planning tool is governed by Section 1202 of the Internal Revenue Code and offers a complete exclusion of gains from the sale of QSBS. Initially introduced in 1993 with a 50% limit, recent updates have expanded the exclusion to 100% of the gain, up to $10 million or 10 times the base investment. To qualify for the QSBS exclusion, certain criteria must be met, including holding the stock for at least five years, the stock being issued after August 10, 1993, and the company meeting specific requirements related to its assets and business activities. Working closely with tax advisors is essential to navigate the complexities and maximize the benefits of the QSBS exclusion. The QSBS exclusion provides significant tax advantages for investors and entrepreneurs involved in startups and small businesses. By meeting the eligibility requirements and holding the stock for the required duration, individuals can exclude a substantial portion or all of their gains from federal taxation, and, in some states, state taxation. The increased awareness of QSBS stems from changes in the tax code, particularly the higher federal capital gains rate and the expansion of the exclusion percentage. While the provision may have been underutilized in the past, it now offers tangible benefits, allowing investors to retain more of their earnings and contribute to future wealth accumulation. Understanding the intricacies of QSBS and consulting with tax professionals can help individuals optimize their tax strategies and take advantage of this valuable tax exemption. --- Source: https://hill.com/learn/glossary/restricted-stock-units-rsus # Restricted Stock Units (RSUs) > A form of equity compensation where shares are delivered to a service provider once vesting conditions are met, without requiring an exercise. Restricted Stock Units (RSUs) are a form of equity compensation that companies, particularly later stage companies, offer to service providers. RSUs represent a promise from the employer to grant shares of the company's stock to the employee on a future date, subject to certain conditions being met. These conditions are typically tied to maintaining service provider status for a certain period of time, and are referred to as “vesting conditions”. Unlike stock options, RSUs do not require employees to purchase the stock; instead, they receive the shares in full as a form of compensation. Once the vesting conditions of an RSU grant are met, the RSUs are considered vested, and the employee receives the shares. Tax treatment of RSUs differs from stock options. When RSUs vest, the employee is typically required to pay ordinary income tax on the fair market value of the shares at that time. The company may withhold a portion of the shares or provide a sell-to-cover option to cover the tax liability. If an employee holds the shares for more than a year before selling, the employee may be subject to long-term capital gains tax on the difference between the sale price and the fair market value at vesting. If you leave the company, you typically keep your fully vested RSU shares. However, with double-trigger RSUs, any unvested shares that are not time-based may be forfeited, and time-vested shares may expire before fully vesting if the milestone-based conditions are not met. --- Source: https://hill.com/learn/glossary/right-of-co-sale # Right of Co-Sale > A contractual right that lets certain investors sell their shares alongside another shareholder in a secondary sale, on the same terms. Co-sale rights, also known as “tag-along” provisions or “take-me-along” rights, are contractual provisions in VC deals that ensure that certain stockholders, typically investors, have the opportunity to participate in a sale of shares initiated by another stockholder, often a founder, employee, or fellow investor, on the same terms and conditions. Co-sale rights are usually coupled with rights of first refusal (ROFR) and come into effect when the ROFR is waived or not exercised by the existing stockholders. Mechanically, co-sale rights grant major stockholders, often VC investors, the ability to join the selling stockholder in selling their shares to the interested third-party buyer. The seller has a contractual obligation to alert all right of co-sale holders of the proposed sale, and the holders can then determine if they want to participate. The participation is usually on a “pro rata” basis, meaning each investor can sell a percentage of their shares that corresponds to their ownership in the company. The purpose of this mechanism is to protect the major stockholders' investment value and prevent dilution resulting from a significant transaction involving the company's shares. Here’s a scenario where these rights come into play: An investor offers to purchase a portion of a founder's shares at a very high price, and the price is beyond the reach of other stockholders exercising holding rights of first refusal. A right of co-sale provides them with an avenue to participate in the transaction and sell a portion of their shares at the same favorable price. --- Source: https://hill.com/learn/glossary/right-of-first-refusal-rofr # Right of First Refusal (ROFR) > A contractual right giving certain parties the option to buy shares before they can be sold to an outside buyer. A contractual provision that grants certain parties (typically the company and large investors) the option, but not the obligation, to purchase shares from existing shareholders before they can be sold to an external party. ROFRs are commonly found in venture financing deals and serve to protect the interests of investors and maintain control over ownership. ## Purpose VCs often request ROFRs to safeguard their ownership percentages in their portfolio companies and potentially increase their control over time. It also allows them to have a say in who joins the company's shareholder base. ROFRs are frequently paired with co-sale rights, enabling investors to participate in the sale or liquidation of the company on equal terms as other parties. ## How it Works If a ROFR is present, and a shareholder receives an offer to sell their shares, they are obligated to present the offer to all ROFR holders (again, usually the company and its larger investors) before pursuing the offer. The holders then have a specified period to decide whether to match the offer and purchase the shares or pass on the opportunity. If multiple ROFR holders choose to participate, they usually have the right to buy the shares on a pro-rata basis. If no ROFR holders exercise their rights, the shareholder can generally proceed with the third-party offer. ## Right of First Offer (ROFO) as an Alternative A Right of First Offer grants the holders the right to make an offer for the selling shareholder's stake before they can seek third-party offers. If the ROFO holders decline to make an offer or the selling shareholder rejects their offer, the shareholder is free to solicit offers from external parties. ## In Summary ROFR provisions are common in VC deals, but the specifics can vary significantly. It is crucial for all parties involved to comprehend the implications and differences between various ROFR clauses in order to make informed decisions. --- Source: https://hill.com/learn/glossary/rule-701 # Rule 701 > A federal exemption that lets private companies issue equity compensation without registering with the SEC. Rule 701 is a federal exemption under the Securities Act of 1933 that allows private companies (i.e. startups) to issue securities, such as stock options, to employees, consultants, and advisors. It provides a way for startups to attract valuable talent without having to register with the Securities and Exchange Commission (SEC) or go public. The rule sets certain limitations on the amount of securities that can be issued within a 12-month period, based on factors such as the offering price, outstanding shares, and company assets. If a company exceeds $10 million in securities issued, it must comply with additional disclosure requirements, including providing financial and investment risk information to recipients. The benefits of Rule 701 include the ability for private companies to offer equity compensation to employees and service providers who may not qualify for other securities exemptions (such as qualifying as an accredited investor). It offers flexibility in designing compensation plans and supports the growth of startups with limited resources. However, there are limitations and risks involved. The rule imposes restrictions on the amount of securities that can be issued, and companies must comply with state securities laws. Securities issued under Rule 701 are considered "restricted" and cannot be freely traded until the company undergoes SEC registration, typically through an initial public offering (IPO) or other public listing. It is important for companies to monitor their compliance with Rule 701, as failure to do so may lead to penalties or issues with the SEC. In summary, Rule 701 is a federal exemption that allows private companies to issue securities to employees and service providers. It enables startups to attract talent by offering equity compensation without going through the process of registering with the SEC. The rule sets limits on the amount of securities that can be issued within a 12-month period, and additional disclosures are required if the company exceeds $10 million in securities issued. While Rule 701 provides benefits in terms of flexibility and compensation options, companies need to be aware of the restrictions and compliance requirements associated with the rule. --- Source: https://hill.com/learn/glossary/secondary-market # Secondary Market > A marketplace where investors buy and sell securities that have already been issued, including private company shares. A secondary market refers to a financial marketplace where investors engage in the buying and selling of securities that have already been issued by companies. It provides a platform for trading securities that have already undergone their initial issuance in a primary market. Unlike primary markets, where securities are offered and sold directly by the issuing company to investors, secondary markets facilitate transactions between investors themselves. These markets offer liquidity by providing a venue for investors to buy or sell their existing securities to other interested parties. This allows investors to adjust their investment portfolios, capitalize on market opportunities, or exit their positions. Secondary markets can exist in both public and private contexts. Public secondary markets, such as stock exchanges, are widely known platforms where shares of publicly traded companies are bought and sold. These markets operate with established rules and regulations, enabling transparent and efficient trading. Private secondary markets, however, deal with the trading of securities in private companies that are not listed on public exchanges. Private secondary markets often involve accredited investors and provide an avenue for shareholders of private companies to seek liquidity by selling their shares to other investors. Overall, secondary markets play a crucial role in the financial ecosystem by enhancing liquidity, facilitating price discovery, and enabling investors to trade previously issued securities, whether in publicly traded companies or private ventures. --- Source: https://hill.com/learn/glossary/section-83b-election # Section 83(b) Election > An election to have startup stock taxed at purchase rather than vesting, often used to lock in a lower tax basis early. A Section 83(b) election is a letter submitted to the IRS by an individual who wishes to have their startup stock taxed at the time of purchase rather than at the time of vesting. By making this election, individuals can potentially save a significant amount on their future taxes. Instead of paying taxes when the stock vests, which is often monthly, individuals choose to pay minimal or no taxes at the time of stock purchase and defer taxes until they sell the stock. It is important to make this election within 30 days of stock issuance, counting every calendar day, including weekends and holidays. Making a Section 83(b) election is often recommended, especially if founders or employees expect the value of their stock to increase and plan to remain employed with the company until their stock vests. This election allows founders to avoid owing substantial taxes each time their stock vests and instead pay taxes only when they sell the stock. However, it is essential to consult with a tax advisor and consider individual circumstances before deciding whether to make a Section 83(b) election. Additionally, if an individual is not a US taxpayer and has no intention of becoming one, filing a Section 83(b) election would not provide any benefit. Each founder needs to make their own decision and file the election individually, although future investors may expect all co-founders and employees to have made the election. _Please note that this information is a brief summary and should not be considered as tax advice. It is important to consult with a qualified tax professional for personalized guidance regarding Section 83(b) elections and their implications._ --- Source: https://hill.com/learn/glossary/simple-agreement-for-future-equity-safe # Simple Agreement for Future Equity (SAFE) > A non-debt security that converts into equity in the future, designed as a simpler alternative to convertible notes. A financial instrument introduced by Y Combinator in 2013 as a replacement for convertible notes. It is a form of convertible financing used in early-stage deals to simplify the financing process. Unlike convertible notes, SAFEs are not debt instruments and do not have maturity dates or interest rates. When an investor invests in a company using a SAFE, they receive the right to convert their investment into equity at the company's next equity financing round or liquidation event. The terms in which they convert are typically determined by a valuation cap (maximum price at which the SAFE converts) and/or a discount rate (a discount to the valuation in the next equity financing round at which the SAFE converts). SAFEs offer quick access to early-stage investments and the potential for equity at favorable terms. Investors can invest in promising startups with minimal negotiations, documentation, and legal cost. Depending on the valuation cap and discount rate, the conversion terms may be better than those offered to later investors. SAFEs provide quick access to financing without lengthy negotiations or the need to agree on a valuation. They offer increased flexibility as there are usually no shareholder voting rights or control provisions associated with SAFEs. Investors should be aware that converting SAFEs into equity may take a considerable amount of time. If the next equity financing does not have favorable terms, it is possible that the SAFE investors will convert at suboptimal terms as well. Founders should understand the potential dilution and loss of control that can occur upon conversion. Some investors may prefer other financing instruments like convertible notes or priced equity rounds. _Note: This summary provides a brief overview of SAFEs, their benefits, drawbacks, and key considerations for investors and founders. It is important for individuals involved in fundraising and investing to thoroughly understand the terms and implications of SAFEs in their specific context._ --- Source: https://hill.com/learn/glossary/strike-price # Strike Price > The fixed price at which an individual can purchase a share of company stock when exercising a stock option. The strike price, also known as the “exercise price,” is the predetermined price at which an individual can purchase one share of their company's stock when exercising a stock option. It is set at the time of the initial stock option grant and remains constant regardless of when the option is exercised in the future. Regardless of any increase in the company's value, the strike price remains the same as stated in the option grant. ## Calculation of Strike Price When stock options are granted, the strike price is typically based on the company's 409A valuation, which is also known as the fair market value, at the time the option is granted. Companies obtain independent appraisals of their shares annually for tax purposes, and the 409A valuation becomes the strike price for newly granted stock options. Until the company receives a new appraisal and the 409A valuation changes, the strike price remains the same for all new stock options. Existing stock options retain their original strike price. ## Typical Range of Strike Prices The specific amount of the strike price varies depending on the company's maturity and performance. In the early stages of most companies, strike prices are generally low, often below a dollar, and occasionally as low as five or ten cents per share. As the company grows and matures, the strike price tends to increase. The range can span from a few cents per share to hundreds of dollars per share. The number of shares a company has issued also influences the strike price. If two startups have different numbers of fully diluted shares, but all else is equal, the 409A valuation and corresponding strike price will differ proportionally. ## Locating the Strike Price The strike price is typically indicated on the initial stock option grant documentation. Many companies now manage their equity through digital platforms like Pulley or Carta, where employees can access detailed information about their stock options, including the strike price. --- Source: https://hill.com/learn/glossary/tender-offer # Tender Offer > A transaction where existing shareholders are given the chance to sell some or all of their shares at a specified price, often before an IPO or acquisition. A tender offer is a transaction in which existing shareholders of a startup are given the opportunity to sell a portion or all of their shares to a buyer at a predetermined price. A tender offer is typically a one-off event structured by the company and provides an avenue for shareholders, including employees and early investors, to convert their illiquid equity into cash before a traditional liquidity event like an IPO or acquisition occurs. There are different types of tender offers for private companies, including share buybacks and third-party tender offers. In a share buyback, the company repurchases shares from its shareholders, which can include employees and investors. In a third-party tender offer, the company allows external investors to purchase shares from existing shareholders. --- Source: https://hill.com/learn/glossary/transfer-restrictions # Transfer Restrictions > Limitations placed on how and when company shares can be transferred, often used to control the cap table in private companies. In addition to Rights of First Refusal, the implementation of transfer restrictions, typically located in a company’s bylaws, is a tool used by startups to maintain control over their capitalization table. Blanket transfer restrictions encompass comprehensive limitations on share transfers within a company. They generally take the form of a section in the company’s bylaws that essentially says “no transfer of stock may occur without Board approval,” subject to some customary exclusions such as estate planning transfer. This makes the company’s position on startups quite simple: they need to explicitly approve any transfer of its stock in order for such a transfer to occur. However, startups often attempt to strike a balance between control and flexibility with respect to transfer restrictions. Typically, the presence of transfer restrictions in the company’s bylaws does not mean that the company prohibits secondary transfers. The company often just wants the discretion to veto transfers that they find unfavorable to the company’s interests. --- Source: https://hill.com/learn/glossary/unregistered-securities # Unregistered Securities > Securities that have not been registered with regulators, often sold in private offerings under specific exemptions. Unregistered Securities refer to securities that have not been registered with the appropriate regulatory authorities, such as the Securities and Exchange Commission (SEC) in the United States. Startups often issue unregistered securities during their early stages of funding, typically in private investment rounds, to raise capital from a select group of investors. Unregistered securities are commonly offered through private placements or other exempt offerings, which allow companies to raise funds without having to comply with the extensive registration requirements and disclosures mandated for public offerings. These securities are typically sold under exemptions provided by securities laws, such as Regulation D in the U.S., which enables startups to raise capital from accredited investors and a limited number of non-accredited investors. It's important to note that investing in unregistered securities carries certain risks for both the company issuing the securities and the investors. Startups offering unregistered securities may face legal and regulatory challenges if they fail to comply with applicable securities laws. On the other hand, investors in unregistered securities may face limited liquidity and a lack of transparency compared to publicly traded securities. One key aspect to consider with unregistered securities is the potential for resale restrictions. Due to their unregistered status, these securities are subject to limitations on their transferability and resale. Investors may be required to hold onto their investment for a specified period or seek an exemption from the registration requirements when selling their securities. --- # Blog Source: https://hill.com/blog/andrew-benson-on-bloomberg-spacex-ipo # Andrew Benson on Bloomberg: the SpaceX IPO > I recently joined Bloomberg to talk through the SpaceX IPO, the unusually large retail allocation, and what a liquidity event of this scale means for the employees and investors who held through the private markets. Published: 2026-06-26 I recently appeared on Bloomberg to discuss the SpaceX IPO and what it signals for the private markets.
We covered why this listing is so unusual, from the up to 30% allocation reserved for retail investors to the company naming its own price. We also talked through SpaceX's meteoric rise in the private markets, the wave of employees and early investors set to see life changing windfalls, and why so many chose to hold through years of tender offers rather than sell. It was a great conversation about a moment the world has been waiting for, as one of the most in demand private names of the last five years finally becomes accessible to everyone. --- Source: https://hill.com/blog/hill-is-now-international # Hill is now available in 85 countries > Investors across 85 countries and territories can now join Hill, opening private market access to households far beyond the United States. Published: 2026-06-25 Today we're expanding Hill beyond the United States. Investors across 85 countries and territories can now create an account, complete verification, and participate in eligible private market opportunities on Hill. This is one of the most significant steps we've taken toward our mission of bringing the private markets to every household. The private markets have always been one of the most exclusive corners of finance. For investors outside the US, the barriers have been even higher: a patchwork of jurisdictions, paperwork, and intermediaries standing between everyday people and the companies shaping the future. We built Hill's infrastructure to handle that complexity so our clients don't have to, whether they're investing from New York, London, Singapore, or São Paulo. From today, international clients can onboard in minutes, fund investments via wire transfer, and access the same private market intelligence and opportunities that power the rest of the platform. Availability may vary by offering, as some opportunities remain subject to jurisdiction-specific rules, but the door to private market investing is now open to far more of the world. This is just the beginning. We review and expand our list of supported countries and territories regularly, and we'll keep working to remove friction wherever it stands between households and the private markets. You can see the [full list of supported regions](/help/international-investors-on-hill) in our Help Center. If you're ready to get started, [join Hill today](/auth/sign-up). --- Source: https://hill.com/blog/ipo-calendar # Track the path to IPO > Today we're launching the IPO Calendar, a curated view of the private companies on their way to the public markets. Published: 2026-06-24 Today we're launching the [IPO Calendar](/ipo-calendar), a curated view of the private companies on their way to the public markets. The IPO Calendar tracks each company through every stage of going public, from the first credible news that an IPO is coming, to announcing intent, filing confidentially, releasing an S-1, and finally listing. For each company you can see where it stands today, the expected timing, and the latest update moving it forward. Our goal is to give private-market investors one place to follow the companies they care about most (names like SpaceX, OpenAI, and Anthropic) as they approach the public markets. We've also kept recently listed companies in view, so you can see how the path played out. We'll keep the calendar current as companies move toward listing, and continue adding the data that helps investors track the journey from private to public. --- Source: https://hill.com/blog/hill-securities-broker-dealer # Hill Securities is now a registered broker-dealer > Hill Securities LLC, a wholly owned subsidiary of Hill, is now a registered broker-dealer and member of FINRA and SIPC, a major step toward expanding access to the private markets. Published: 2026-06-15 As of Monday, June 15, 2026, Hill Securities LLC, a wholly owned subsidiary of Hill, became a registered broker-dealer and member of FINRA and SIPC ([CRD #338653](https://brokercheck.finra.org/firm/summary/338653)). This marks a major step toward Hill's mission of expanding access to the private markets. As a registered broker-dealer, Hill can now offer private market investments to eligible investors. When you invest through Hill, the process of placing an order, verifying your identity, and receiving the countersigned documents that formalize your ownership runs through us from start to finish. This is the layer the rest of our platform is built on. It lets us bring more private market opportunities to eligible investors, operating under the supervision and regulatory standards that apply to a registered broker-dealer. We're just getting started. --- Source: https://hill.com/blog/private-markets-glossary # Learn the language of the private markets > Today we're launching the Hill Glossary, a free, plain-English guide to the terms, structures, and jargon that have long kept private markets behind closed doors. Published: 2026-03-19 Today we're launching the [Hill Glossary](https://hill.com/learn/glossary), a free, plain-English guide to the terms, structures, and jargon of the private markets. From SAFEs and 409A valuations to tender offers, secondary markets, and QSBS, the language of private investing has long been a barrier in itself. The glossary is our first step toward removing it. ## What's inside The glossary covers the most important terms in private markets and pre-IPO investing, each with a short, clear definition and a deeper explanation for when you want the full picture. Terms are organized alphabetically and linked to related concepts, so reading about a cap table leads you naturally to common stock, preferred stock, and option pools. It's built to be browsed start to finish or searched for the one term you hit in a deal. ## Why it matters Private markets have stayed exclusive partly because they're complicated, and that complexity is often the point. You can't evaluate an opportunity you don't have the words for. By making the fundamentals free and easy to understand, we're giving more people the confidence to explore private investing on their own terms. This is a core part of Hill's mission to bring the private markets to every household. Access starts with understanding, and the glossary is the foundation we'll keep building on as we add new terms and connect them throughout the Hill experience. [Explore the Hill Glossary →](https://hill.com/learn/glossary) --- Source: https://hill.com/blog/early-investor-sign-up # Early investor sign up > We're excited to launch Hill's Early Investor Sign Up, your opportunity to gain priority access to Hill's first pre-IPO investment opportunities. Published: 2025-10-01 We're excited to launch Hill's Early Investor Sign Up, your opportunity to gain priority access to Hill's first pre-IPO investment opportunities. By signing up you will be first in line for high-potential private company deals. With limited slots available at launch, this is your chance to get ahead. ## Why Hill? Hill is opening up pre-IPO investing to those who want a stake in the innovative companies shaping our future. Private markets have long been reserved for the few: venture capitalists, insiders, or institutions. We're changing that by making it simple for more investors to access high-growth private market opportunities. ## Registering for early access By signing up today and verifying your account, you can be first in line when our initial private offerings go live. [Sign up for early access →](https://hill.com) --- Source: https://hill.com/blog/search-private-companies # Search private companies > From today, clients in Hill's Beta app will be able to search private companies, investors, products and more from our redesigned search experience. Published: 2025-09-05 From today, clients in Hill's Beta app will be able to search private companies, investors, products and more from our redesigned search experience. Just hit ⌘K anywhere in the app. ![Hill's new search experience](/site-assets/images/blog/search-modal.png) The goal of this update is to put high quality private market data at the fingertips of investors, allowing more people to discover opportunities in household-name private markets leaders and unknown enterprise giants alike. We will be continuing to add updates to Hill's search experience over the coming months as we enrich each company and investor profile with more information on their products, areas of focus and more. --- Source: https://hill.com/blog/hill-is-now-in-beta # Hill is now in Beta > Today we began inviting small groups of users to join the Hill Beta. This marks a major step toward Hill's mission of bringing the private markets to every household. Published: 2025-05-01 Today we began inviting small groups of users to join the Hill Beta. This marks a major step toward Hill's mission of bringing the private markets to every household. In the beta, early users can access the Hill marketplace where they can explore our leading private market intelligence data, watch companies they're interested in, and be first in line to test new features. Our goal for this phase of the business is to gain a strong understanding for what retail clients want out of a private market investing platform. The nuances and significant complexities of the space call for us to eliminate friction wherever we can and have deep conviction in what information our clients find most valuable when comparing investment opportunities. The Hill Beta will directly shape what we build next and how exactly we will solve the challenge of private market accessibility for generations to come. If you're interested in joining Hill's Beta, please [join the waitlist](https://hill.com). --- Source: https://hill.com/blog/automated-spv-investing # The world's first fully automated SPV investing experience > We've finalized the first complete version of our end-to-end SPV investing workflow which fully automates the private market asset class. Published: 2025-04-14 Earlier this month while at the HF0 Residency, our CEO Andrew Benson [demoed the world's first fully automated SPV investing experience](/blog/hf0-demo-day). Over the past months, Hill's team has finalized the first complete version of our end-to-end SPV investing workflow which fully automates the private market asset class. We are building a foundational technical infrastructure that has never existed in this market before. It was critical that investors be able to subscribe with as little human intervention as possible (just as you might in the public markets), but the specific challenges of private markets make this significantly more difficult. We designed this infrastructure to handle the intricate legal complexities, institutional compliance standards, and all the financial requirements inherent to a private market investing platform. What we demoed allows investors to self-serve entirely – from Identity Verification to submitting a subscription and receiving the countersigned documents which ultimately formalize their ownership of the asset. This is a huge product milestone for Hill and forms the technical underpinning of what will become our full private market investing platform. --- Source: https://hill.com/blog/hf0-demo-day # HF0 W25 Recap & Demo Day > After 12 weeks heads down at HF0, we demoed the first fully automated private securities transaction and our vision to make private markets accessible to every household. Published: 2025-04-02 As we wrap up the [W25 batch with HF0](/blog/hf0-demo-day), it's hard to overstate how transformative the experience has been. Last week, we unveiled our progress to a room full of investors and builders at the capstone event, the HF0 Demo Day. This was the perfect culmination of intense building and we're excited to share the video of our presentation below.
Over the last 12 weeks, we've been heads down building and are proud to announce that we've transformed our vision for the private markets into a fully operational product, complete with the first fully automated private securities transaction. This milestone isn't just an engineering win. This represents a giant leap toward our vision of making private markets accessible to every household. All of this was made possible by HF0 itself, which was nothing short of incredible. The program was thoughtfully optimized in every aspect for deep focus and we're eager to replicate elements of this blueprint as we scale. A massive thank you to the HF0 team, our batch mates, and all our supporters. This has supercharged our momentum and we're more excited than ever to push boundaries in the private markets. Stay tuned for what's next! --- Source: https://hill.com/blog/joining-hf0-w25 # We're joining the HF0 Residency > We're thrilled to share that Hill has been accepted into the HF0 Residency for the Winter 2025 (W25) cohort. Published: 2025-01-08 We're thrilled to share that Hill has been accepted into the [HF0 Residency](https://www.nytimes.com/2023/05/31/magazine/ai-start-up-accelerator-san-francisco.html) for the Winter 2025 (W25) cohort. It's been a long road getting here, and this feels like a meaningful step forward in our work to make private markets more accessible. Since we started in 2023, we've mostly focused on serving institutional clients, but this marks the next chapter for Hill: we're building out the technology layer to bring the private markets to every household 2035. HF0's support comes at just the right time as we push toward this vision. HF0 is selective. Out of 27,000 applications, they pick only 10 teams per batch, making it the most competitive accelerator in the world. Somehow we made the cut. It’s geared toward repeat founders, with roughly half of the founders in each batch having previously founded a unicorn. For the next 12 weeks, we will live in the HF0 house located next to San Francisco’s famed Painted Ladies. It's designed to cut out distractions so we can focus purely on building.  What drew us to HF0 was the chance to immerse ourselves in HF0’s community of hackers and builders tackling big ideas. For us, this means dedicated time to iterate on product, connect with mentors, and build alongside peers.  I want to thank [Dave Fontenot](https://x.com/davefontenot), [Evan Stites-Clayton](https://x.com/escliu), and [Emily Liu](https://x.com/EmilyatHF0), for believing in our vision and giving us the opportunity to join the HF0 residency. We're truly grateful for your support and we’re excited to make the most of it. --- # Careers Source: https://hill.com/careers/head-of-marketing # Head of Marketing San Francisco, CA · On-site Apply: https://hill.com/careers/head-of-marketing/apply Hill.com is building the operating system to power the private markets. Founded by Andrew Benson, Hill is a marketplace for retail investors to trade pre-IPO companies. Hill is backed by HF0 and advised by the former president of Charles Schwab and Fidelity. Prior to Hill, Andrew founded River.com, a Bitcoin financial services company managing $3B in assets and backed by top venture capital firms (M13, Polychain, Craft Ventures, Slow Ventures, and Peter Thiel). Hill is on a mission to bring the private markets to every household by 2030. We are starting with the ability to trade pre-IPO companies such as Anthropic, OpenAI, and more. The current state of pre-IPO stock trading is that transactions often take 60 days to close. We bring this down to 60 seconds. We are forming a small team of highly talented individuals to achieve our ambitious mission. ## The role You are our first marketing hire, and for a while you will be the entire function. That works because you will build the rest of the team out of AI. We think one person running agents can outproduce a marketing department, and we are hiring the person who already believes that and can show us what they have built with it. Most households have never been told they can own a piece of Anthropic or OpenAI before it goes public. Your job is to tell them, loudly, and to make the case for the private markets everywhere people are listening. The story is already landing. Our proprietary data has earned organic coverage in the New York Times, the Washington Post, Reuters, CNN, and the Los Angeles Times, alongside hundreds of other publications, and Andrew has appeared on Bloomberg Live. You inherit those journalist relationships and the job of building on them. **What you'll own** - **Press.** Keep the momentum going. Pitch the data, work the relationships we already have, and build the ones we don't. - **Podcasts and stages.** Get Andrew in front of the right audiences. You build the target list, write the pitch, and close the booking. - **Events.** We hold [in-person events](/events) around the world to meet clients and tell the story of the private markets face to face. You run them end to end, on the ground, wherever they are. - **Content.** Write it yourself: company research, market explainers, and a glossary that ranks in search engines and gets cited by LLMs. - **Social.** Own our channels and build a real audience for the category. - **Paid media and sponsorships.** Figure out what actually works. You will have real budget and wide latitude to spend it on channels the category has ignored. We expect most of it to teach us something and a few of them to work. - **Demand and measurement.** Run acquisition end to end and instrument all of it. Know which dollar produced which funded account, and kill what doesn't. **About you** - You're in San Francisco, or moving here. This role is not remote - You can travel internationally on a regular basis - 3–5 years in marketing at a startup where you did the work yourself - **AI native.** You use agents daily and they have changed what you can ship alone: the research pipeline, the content system, the reporting, the creative iterations. You are hired to produce like a team, and this is how you get there. It is the difference between a good candidate and the one we hire. - High agency. You decide what matters this week and ship it without being managed - You like talking to people. Journalists, podcast bookers, sponsors, and a room full of clients are the job - Technical and competent. You build the landing page, wire up the analytics, and query the data yourself - You have taste. You can tell the good version from the passable one, and you hold out for the good one - You write well enough that we ship your copy without a rewrite - You are loud in public and you want your name attached to the category - You push the envelope on creative, and you know exactly where the line sits - You hold a high bar on ethics and accuracy. We sell a regulated financial product and our reputation is the asset, so every bold claim still has to be true **Why join Hill?** - Own marketing at a company where the product is genuinely differentiated - Real budget for sponsorships and experiments, with the latitude to spend it - Press momentum that already exists, and proprietary data journalists actually want - Direct line to the founder, with no layers between you and the decision - A category that is being defined right now - Competitive comp + significant equity - No BS, high-velocity environment We're funded, growing fast, and need a marketer who wants to build the function. ## What we offer - Competitive salary and equity package - Comprehensive health, dental, and vision benefits - Opportunity to shape a high-growth fintech company - Accelerated career growth and development --- Source: https://hill.com/careers/head-of-partnerships # Head of Partnerships San Francisco or New York (SF Preferred) · On-site Apply: https://hill.com/careers/head-of-partnerships/apply Hill.com is building the operating system to power the private markets. Founded by Andrew Benson, Hill is a marketplace for retail investors to trade pre-IPO companies. Hill is backed by HF0 and advised by the former president of Charles Schwab and Fidelity. Prior to Hill, Andrew founded River.com, a Bitcoin financial services company managing $3B in assets and backed by top venture capital firms (M13, Polychain, Craft Ventures, Slow Ventures, and Peter Thiel). Hill is on a mission to bring the private markets to every household by 2030. We are starting with the ability to trade pre-IPO companies such as Anthropic, OpenAI, and more. The current state of pre-IPO stock trading is that transactions often take 60 days to close. We bring this down to 60 seconds. We are forming a small team of highly talented individuals to achieve our ambitious mission. ## The role Partnerships are how we bring the private markets to every household. We will not get there one signup at a time. We get there through the fintech companies and investment platforms that already have those households as customers, running on Hill's API. This role owns that strategy. Hill is the operating system for the private markets, and an operating system needs applications built on it. Plenty of companies want to offer their users access to pre-IPO shares. Almost none of them want to spend two years building the infrastructure themselves, and with our API they don't have to. You own that entire motion: finding those companies, and getting them live. You stay on it through implementation, and you have the AI tooling and technical instinct to do real work on that yourself. Brokerages, wealth and investing apps, trading platforms, robo-advisors, neobanks: you take each from first conversation to production traffic. **What you'll own** - **Pipeline.** Identify and reach the fintechs and investment platforms whose users should have private-markets access. Qualify hard on whether a partner will actually ship. - **The technical conversation.** Walk a prospective partner's engineering and product team through our API, what integrating actually requires, and what their users will see. You run this meeting yourself. - **Implementation.** Own the integration to production. Write the sample code, stand up the prototype, debug the partner's failing calls, and hold the timeline. You escalate to our engineers when you hit a real platform gap. - **Growth after launch.** Going live is the start. Own the relationship, drive volume, and bring the partner's roadmap requests back to us. - **Feedback to product.** You hear every reason a partner stalls. Turn that into the docs, endpoints, and features that make the next integration faster. - **The function.** Build the partner program from nothing: positioning, docs, onboarding path, and eventually the team. **About you** - 5+ years in platform/API partnerships, technical BD, or solutions engineering at a fintech or developer-facing company - You've taken partners live. You can name integrations that shipped because of you, and describe what you personally built to get them there - **AI native.** You use coding agents daily and they've changed what you can ship alone: you prototype the integration, generate the sample app, and write the partner's first working call yourself. This is the difference between a good candidate and the one we hire. - You can explain a regulated financial product to an engineer and a compliance officer in the same call - You follow up relentlessly - You're energized by early-stage ambiguity **Why join Hill?** - Every platform you launch puts the private markets in front of an entire user base at once - Direct line to the founder and to the engineers building what you're selling - Define the partner program from scratch instead of inheriting someone else's - Competitive comp + significant equity - No BS, high-velocity environment We're funded, growing fast, and need someone who gets partners into production. ## What we offer - Competitive salary and equity package - Comprehensive health, dental, and vision benefits - Opportunity to shape a high-growth fintech company - Accelerated career growth and development --- Source: https://hill.com/careers/head-of-client-coverage # Head of Client Coverage San Francisco, CA · On-site Apply: https://hill.com/careers/head-of-client-coverage/apply Hill.com is building the operating system to power the private markets. Founded by Andrew Benson, Hill is a marketplace for retail investors to trade pre-IPO companies. Hill is backed by HF0 and advised by the former president of Charles Schwab and Fidelity. Prior to Hill, Andrew founded River.com, a Bitcoin financial services company managing $3B in assets and backed by top venture capital firms (M13, Polychain, Craft Ventures, Slow Ventures, and Peter Thiel). Hill is on a mission to bring the private markets to every household by 2030. We are starting with the ability to trade pre-IPO companies such as Anthropic, OpenAI, and more. The current state of pre-IPO stock trading is that transactions often take 60 days to close. We bring this down to 60 seconds. We are forming a small team of highly talented individuals to achieve our ambitious mission. ## The role Every client who comes to Hill should feel like they have one person at the firm who knows them, answers fast, and makes the process feel handled. You are that person. Then you build the team that makes it true at scale. You are our first dedicated client coverage hire. You answer the phone, work the inbox, and walk clients through transactions yourself. Our clients range from someone buying their first pre-IPO share to institutions managing billions in private market assets, and you are equally good with both. This is a player-coach role. We are not hiring a manager who delegates. We are hiring someone who does the work today and builds the function around it. **What you'll own** - **Coverage.** Own the inbound queue. You are the default contact for every buyer inquiry, by phone and email, from first question to funded investment. - **Private Client.** Design and launch a dedicated program for our largest clients within your first 90 days: who qualifies, what they get, and how those relationships run. - **Outreach.** Don't wait for inbound. Put Hill in front of clients on a regular cadence across email, phone, and events, built with Compliance so every message meets FINRA rules. - **Events.** Represent Hill in person at our [events](/events) and at industry conferences. - **The playbook.** Service standards, inquiry routing, escalation paths, and CRM discipline, written down so excellent service doesn't depend on any one person. - **Feedback to product.** You hear every reason a client hesitates. Turn it into product changes and track them through to shipped. - **Sourcing.** Your buy-side relationships are also a source of supply. Surface allocations and hand them cleanly to Market Operations. - **The team.** Hire, train, and lead client coverage as we grow. **About you** - You're in San Francisco, or moving here. This role is not remote - Senior client coverage experience in the private markets: private wealth coverage of UHNW families and family offices, secondaries brokerage, or capital markets with direct client coverage - You know pre-IPO secondaries cold: transfer restrictions, ROFR, SPV structures, fees, pricing, settlement, and liquidity timelines. You answer most client questions without escalating - You're as good with a first-time investor as with an institutional allocator. Patient, plain-spoken, and candid about risk and illiquidity with one. Precise, fast, and credible on structure and pricing with the other - You know exactly what you are and are not saying. Hill does not make investment recommendations, and you hold that line with clients who push, while staying warm and useful - **AI native.** You use AI daily and it has changed how much client work you can carry alone: outreach drafts, call prep, inbound summaries, client records. You design the workflow assuming AI does the first pass and you supply the judgment. It is the difference between a good candidate and the one we hire. - You like talking to people. Phones, inboxes, and rooms full of clients are the job - You write well. Email is a large part of the role - You're licensed, or you get there fast: Series 7 or 82 (with the SIE), and Series 63 or 66. If you're not fully licensed at start, you pass the SIE before day one and complete the Series 7 and 63 within your first two weeks. This is a condition of the offer - You still do the work yourself. You can tell us what you personally handled last week **Why join Hill?** - Build the client function at a company whose first value is "obsess about the client" - Launch the Private Client program from scratch instead of inheriting someone else's - Direct line to the founder, with no layers between you and the decision - A clear path to lead the client coverage team as it grows - Competitive comp + significant equity - No BS, high-velocity environment We're funded, growing fast, and need someone who makes every client feel handled. ## What we offer - Competitive salary and equity package - Comprehensive health, dental, and vision benefits - Opportunity to shape a high-growth fintech company - Accelerated career growth and development --- Source: https://hill.com/careers/general-application # General Application US (San Francisco Preferred) · Hybrid Apply: https://hill.com/careers/general-application/apply Hill.com is building the operating system to power the private markets. Founded by Andrew Benson, Hill is a marketplace for retail investors to trade pre-IPO companies. Hill is backed by HF0 and advised by the former president of Charles Schwab and Fidelity. Prior to Hill, Andrew founded River.com, a Bitcoin financial services company managing $3B in assets and backed by top venture capital firms (M13, Polychain, Craft Ventures, Slow Ventures, and Peter Thiel). Hill is on a mission to bring the private markets to every household by 2030. We are starting with the ability to trade pre-IPO companies such as Anthropic, OpenAI, and more. The current state of pre-IPO stock trading is that transactions often take 60 days to close. We bring this down to 60 seconds. We are forming a small team of highly talented individuals to achieve our ambitious mission. ## What is a general application? We're always on the lookout for exceptional talent to join Hill. It's common for us to create roles for highly talented individuals that don't fit neatly into an existing opening. If you're passionate about fintech, private markets, or democratizing access to private equity and don't see a current opening that perfectly matches your skills and experience, we encourage you to submit this application. This is your opportunity to introduce yourself. ## What we offer - Competitive salary and equity package - Comprehensive health, dental, and vision benefits - Opportunity to shape a high-growth fintech company - Accelerated career growth and development ---