2025年二季度美国风险投资二级市场观察（英）2025

Q2 2025 US VC SecondaryMarket Watch PitchBook Data, Inc. Nizar TarhuniExecutive Vice President of Paul CondraGlobal Head of Private A deep dive into venture secondaries Kyle Stanford, CAIADirector of Research, PitchBook is a Morningstar company providing the most comprehensive, mostaccurate, and hard-to-find data for professionals doing business in the private markets. Institutional Research Group Analysis Emily ZhengSenior Research Analyst,Venture Capital Key takeaways DataHarrison WaldockData Analyst •The annual transaction volume of the US VC direct secondary market isestimated to be $61.1 billion as of Q2 2025. Although notable, this market sizeis modest relative to VC’s liquidity needs, making up only 1.9% of total unicorn pbinstitutionalresearch@pitchbook.com •Primary rounds are leading indicators of secondaries success. Startups that haveraised within the past 18 months tend to see significantly higher trading volumes PublishingDesigned byChloe Ladwig •Concentration is still dense, but diluting. An expected rebound in primarydealmaking and exit activity will help reprice private assets, increase market Published on August 25, 2025 Contents Key takeaways1Market overview2Dealmaking trends5Secondary market size9Fundraising10 •As the Trump administration reorients national policy toward AI, nationalsecurity, defense, crypto, and fintech, VC secondary investors are following suit.However, demand often outweighs supply. The rate of ROFR has increased to •SPVs are no longer niche instruments and are now central to how capital flowsthrough top private companies as access remains gated. Over the last two years, Appendix: Methodology for market sizing12 Market overview Q2 started on rocky footing with Liberation Day tariff announcements. Secondaryinvestor interest dropped sharply as public markets plummeted but soon recovered afterthe initial round of volatility subsided. Despite the initial downturn, both private market A major theme driving today’s secondary market is that primary rounds are a leadingindicator for secondaries success. Startups with rounds within the last 1.5 years havesignificantly more trading volume—capturing 68.8% of trailing 12-month (TTM) dollars on Caplight—and command better pricing that is closer to their last primary valuations,1with median discounts spanning 0% to 8.5% on Forge.2In contrast, private companies The relationship between primaries and secondaries is symbiotic because one of thesecondary market’s biggest hurdles is buyers’ fear of overpaying for lemons. Recentrounds provide pricing transparency and an opportune time to offer liquidity to early The highest-demand startups with the greatest pricing information are evencommanding premiums on Notice.co, with a median of 12.9% as of Q2.5Premiumscan be a strategic avenue for buyers to gain access to first-class companies,especially in high-growth sectors such as AI. For example, Series B AI startups Ultimately, liquidity is most attainable when valuations can be justified by recentobservable events. As a result, secondaries are becoming increasingly integratedinto the lifecycle of venture-backed companies. 44.9% of US unicorns raised a For the rest of VC, steep discounts may signal a lack of demand for good reason.StepStone Group noted an inverse relationship between discounts and performancein its portfolio, with higher returns of 3.5x when discounts were below 15%, versus Dealmaking trends Concentration is still dense, but diluting The secondary market remains top-weighted, largely due to information asymmetry.In Q2, the top 20 companies accounted for 88.4% of transaction volume on Hiive—thehighest concentration since Q4 2022.7With limited access to company-level financials However, historical patterns suggest that this trend may not be permanent. Marketconcentration typically peaks in downturns and recedes as liquidity and investorconfidence return. The recent revival in IPO activity has already begun to rebalance the Large institutional secondary funds are already pushing beyond the narrow universevisible to retail and smaller buyers. With deeper access to internal metrics—thanks toportfolio overlap, existing LP/GP relationships, and broader diligence infrastructure—these funds are underwriting deals across a wider spectrum of late-stage unicorns. As Standout sectors from policy tailwinds As the Trump administration reorients national policy toward defense, innovation,and deregulation, VC is following suit. AI remains the crown jewel of venture. In2025, AI accounted for two-thirds of primary deal value with only one-third ofprimary deal count. Similarly, AI tops sector rankings on secondaries platforms Yet, there is a stark discrepancy between investor interest and secondary access.Only 26.9% of Caplight’s TTM transaction volume involved AI and data startups,far below the 64.1% primary share. The explanation is twofold: First, AI startups aredeliberately restricting third-party second