Understanding Private Market Investing: How It Works & Key Participants
The mechanics of private market investing
Author: The Carta Team
Read time: 9 minutes
Published date: April 21, 2026
Learn the fundamentals of private market investing, covering the key participants, common investment structures, strategic advantages, and potential risks.
What are private markets?
Private markets are the ecosystem where equity and debt in privately-owned companies are bought and sold. This activity happens entirely outside of public exchanges like the NYSE or Nasdaq, where public company stock is traded on the open market. This is the environment where many of the most innovative companies raise capital and continue scaling while still private; in 2025 alone, startups on the Carta platform raised nearly $119.5 billion in new funding, a 16.9% increase year over year.
These alternative investments are not traded on an open exchange, which means the way they are managed is fundamentally different from public stocks and bonds. This distinction requires a specialized set of processes, expertise, and infrastructure to navigate successfully. If you invest in the public market, you can buy and sell shares with a few clicks. In the private markets, transactions are complex, negotiated deals that take time and specialized knowledge to execute.
How private markets differ from public markets
To grasp how private market investing works, it’s helpful to first understand the key differences between public and private markets. A simple comparison can clearly illustrate the core distinctions that define this unique investment landscape. These differences affect everything from who can invest to how long your money is committed.
| Aspect | Public markets | Private markets |
| Who can invest? | The general public | Typically restricted to an accredited investor or institutional investors |
| Liquidity | High (assets can be bought and sold easily) | Low (capital is locked up for many years, often providing an illiquidity premium) |
| Regulation | Heavily regulated with required public disclosures | Less regulated with limited information disclosure |
| Available companies | A limited number of large, established companies | A vast population of businesses, from young early-stage startups to established companies |
The private market ecosystem: GPs, LPs, and portfolio companies
The private market is not a place of anonymous transactions but rather a network built on professional relationships between key participants. Understanding these roles is fundamental to understanding how private capital flows and investment decisions are made.
The three core participants in this ecosystem are:
- General partners (GP): These are the investment professionals who raise funds, find companies to invest in, and actively manage those investments.
- Limited partners (LP): These are the private market investors who commit capital to a fund for the GPs to invest on their behalf.
- Portfolio companies (portco): These are the private companies that receive investment capital from the fund.
Types of private market investments
GPs can pursue many different strategies when investing the capital from their LPs. Here are the most common types of investments:
- Private equity (PE): Typically involves purchasing a significant or majority ownership stake in a mature, established private company.
- Venture capital (VC): Focuses on making minority-stake investments in young, high-growth companies, often called startups.
- Private credit: Involves lending money directly to companies, rather than buying an ownership stake.
- Real estate and real assets: Many managers focus on tangible property and infrastructure investments, such as commercial real estate, apartments, and energy projects.
The investment vehicle: How private market funds work
To pool money from LPs and invest in companies, GPs create legal entities known as private investment funds. The two most common structures you'll encounter in the private markets are the traditional fund and the special purpose vehicle (SPV).
The traditional fund structure
A traditional closed-end fund is a large, pooled investment vehicle designed to invest in a portfolio of multiple companies over a long period.
The special purpose vehicle (SPV)
A special purpose vehicle (SPV) is a smaller, more focused investment vehicle created to make a single investment in one specific company.
The strategic advantages and operational risks of private market investing
Investors are drawn to private market assets for several key reasons that public markets often cannot provide. The primary advantages for investors include:
- Potential for higher returns: Private market investments have historically offered strong performance and the return potential of the asset class is expected to outperform public markets over the long term.
- Access to innovation: Investing in private markets allows you to gain exposure to groundbreaking companies and new technologies before they become available to the general public.
- Portfolio diversification: Private assets do not always move in lockstep with public equities.
While LPs see these advantages, GPs face significant operational risks, including ensuring regulatory compliance, performing rigorous due diligence, and managing the sheer volume of manual work required to run a fund.
Frequently asked questions about private market investing
Who can invest in private markets?
Private market investments are generally available only to accredited investors.
What is an example of a private market investment?
A VC fund investing in a technology startup's priced rounds is a classic example.
How long is money tied up in a private investment?
Private market investments are illiquid, meaning your capital is typically committed for a long time.
What are typical return expectations for private market investments?
Venture capital funds target returns of 3x to 10x the invested capital.
How is GP compensation structured?
General partners typically earn compensation through two mechanisms: management fees and carried interest.
Author: The Carta Team
Carta offers expert guidance and clear, actionable insights for companies and investors.