When Giants Don’t Go Public: Inside the $5 Trillion Private Tech...
a16z PodcastFull Title
When Giants Don’t Go Public: Inside the $5 Trillion Private Tech Market
Summary
The episode discusses the significant growth and dominance of the private tech market, which now rivals public markets in scale. It explores why companies are staying private longer, the structural advantages of the private market, and the implications for both founders and investors, particularly in the context of rapid AI development.
Key Points
- The private tech market is substantial, with highly valued companies accounting for approximately $5 trillion in market capitalization, nearing a quarter of the S&P 500's value. This signifies a major shift where the highest-growth companies are increasingly found in the private sector.
- Companies are staying private longer due to deeper and more liquid private capital markets, reducing the immediate need for IPOs to raise substantial capital. Founders can achieve liquidity and manage employee stock options more controllably.
- Public markets present structural challenges, including higher costs for compliance, a reduced focus on smaller companies by investors and banks, and increased volatility, which can negatively impact employee compensation and founder morale.
- Private markets offer more flexibility for employee liquidity through tender offers, which serve as a functional, though not perfect, substitute for the regular RSU distributions seen in public companies.
- The emergence of Special Purpose Vehicles (SPVs) creates complexity and potential opaqueness for founders regarding their capitalization tables, leading some companies to actively push back against these structures to maintain control and clarity.
- While private markets may offer a valuation discount, founders often accept this trade-off to maintain control and avoid public market volatility, though the "wisdom of the crowds" pricing mechanism is less apparent.
- The rapid advancement of AI technology requires immense capital, potentially reinforcing the trend of companies staying private longer as they tap into the deep pools of private funding, though extremely large capital needs could eventually drive IPOs.
- Legacy software companies face pressure as market growth shifts towards AI initiatives. While not being immediately replaced, their ability to drive future growth is challenged as value creation occurs on top of their platforms.
- A significant business model shift towards outcome-based pricing is anticipated, driven by AI capabilities and expected to disrupt incumbents who are accustomed to license maintenance or subscription models.
Conclusion
The private market is no longer a secondary option but a primary destination for high-growth technology companies, fundamentally altering the investment landscape.
Founders are increasingly opting to stay private longer, leveraging the deepening private capital markets and avoiding the complexities and volatility of public markets.
The rapid evolution of AI necessitates massive capital investment, which private markets are proving adept at supplying, further solidifying their prominence and potentially influencing the future trajectory of both public and private tech sectors.
Discussion Topics
- Given the increasing prevalence of private market dominance, what are the long-term implications for retail investors seeking access to high-growth tech opportunities?
- As AI continues to demand massive capital, could this lead to a re-evaluation of public market IPOs as a necessity for scaling, or will private markets adapt to provide even larger funding rounds?
- With the shift towards outcome-based pricing in software, how can established companies adapt their business models to remain competitive against new entrants leveraging AI?
Key Terms
- SPV (Special Purpose Vehicle)
- A legal entity created for a specific, narrow purpose, often used in finance to isolate financial risk. In this context, it refers to entities that assemble capital from various investors to invest in a single private company, potentially obscuring the ultimate investors from the company's founders.
- RSU (Restricted Stock Unit)
- A grant of company stock given to an employee, which vests over a period of time. In public companies, these often become liquid shortly after vesting.
- Tender Offer
- An offer to buy a significant amount of a company's stock from shareholders, typically at a premium to the current market price. In private markets, companies use them to provide liquidity to employees.
- Cap Table (Capitalization Table)
- A table or spreadsheet that shows a company's ownership structure, detailing the number of shares outstanding and ownership percentages for each shareholder.
- IPO (Initial Public Offering)
- The process by which a private company first sells shares of stock to the public, becoming a publicly traded company.
- LPs (Limited Partners)
- Investors in a private equity or venture capital fund who commit capital but do not typically participate in the day-to-day management of the fund.
- ROIC (Return on Invested Capital)
- A profitability ratio that measures how well a company is using its invested capital to generate profits.
Timeline
Highly valued private tech companies now represent about $5 trillion in market cap, almost a quarter of the S&P 500.
The private capital markets are deeper and more liquid than before, reducing the need for companies to go public until they require much larger capital injections.
Public markets incur significant costs for compliance and are less accommodating to smaller companies, making it harder for them to attract investor attention.
Tender offers in private markets provide a way for companies to offer employees liquidity by buying back vested stock, acting as an alternative to public market RSU distributions.
Founders generally dislike SPVs due to concerns about not knowing who is on their cap table and potential misrepresentation of capital sources.
There has been a significant shift in where value creation happens, with a larger proportion now occurring in the private markets compared to a decade ago.
Public market investors may struggle to model and value extremely high growth rates of over 30%, often projecting a decline, whereas private market investors can maintain a longer-term perspective.
When private companies go public, GPs often distribute shares to their Limited Partners (LPs) rather than selling them, allowing LPs to manage their own liquidity and tax consequences.
The primary catalyst for going public remains access to significantly larger pools of capital and the benefit of public market currency for M&A and employee compensation.
The immense capital requirements of AI development may reinforce the trend of companies staying private longer, as private markets can provide substantial funding.
Companies that do not own AI models can still succeed by providing industry-specific context, solutions, and support, acting as "arm stealers" to model-owning companies for specialized tasks.
A significant business model shift towards outcome-based pricing, driven by AI and technology changes, poses a major challenge to incumbent software companies.
Episode Details
- Podcast
- a16z Podcast
- Episode
- When Giants Don’t Go Public: Inside the $5 Trillion Private Tech Market
- Official Link
- https://a16z.com/podcasts/a16z-podcast/
- Published
- February 26, 2026