What Sword Health actually allows
Every private-company stock transfer goes through a layer of approval. The company's bylaws and your grant agreement define whether you can sell, to whom, and under what conditions. Most late-stage cos maintain a right of first refusal (ROFR) on any proposed sale; some run quarterly company-approved transfer windows. Sword Health has active secondary-market activity, which typically means pre-approved platforms (Forge, EquityZen, Hiive, Nasdaq Private Market) will handle transfers with the company's cooperation.
Tax treatment
A secondary sale of vested RSU-origin shares is a capital gain event with basis equal to the vest-date FMV. For ISO-origin shares, the treatment splits based on holding periods: qualifying dispositions (two years from grant, one year from exercise) produce long-term capital gains on the full spread; disqualifying dispositions treat part of the spread as ordinary income.
The ROFR question
Before you list shares, request the current transfer-restriction language from your stock plan administrator. ROFR periods typically run 30-60 days. Buyer-side pricing in the secondary market already accounts for this wait; plan for the tax event in the quarter the sale actually closes, not when you list.
Frequently asked
- Is Sword Health stock publicly tradable?
- No. Sword Health is a late-stage private company. Shares can only be transferred through approved secondary market platforms, company-run tender offers, or private sales subject to right of first refusal.
- When should I exercise ISOs at Sword Health?
- The answer depends on the current 409A, your own AMT capacity, and the probability of a liquidity event in the next 12-24 months. Model AMT before any exercise larger than $50k of bargain element. The active secondary market lets you sell some vested shares to cover exercise cost and tax.
- Does QSBS apply to my Sword Health stock?
- Potentially, if Sword Health was a C-corporation at issuance with under $50M in gross assets, and you acquired the stock at original issuance (or via ISO/NSO exercise) and will hold it five years from acquisition. Request a QSBS attestation letter from the company before you need it at sale.
- Should I participate in a Sword Health tender offer?
- Usually yes for some portion, to reduce concentration risk. The full-stack question is: what percentage of your net worth is in Sword Health? What's the tender price versus 409A? What's your tax rate on the gain? Run the secondary-sale calculator before responding.