Direct Pre-IPO Trades vs. Fund Interests: What US Investors Own

The structural distinction here is more consequential than it first appears: direct registration confers a legal shareholder position, while fund interests leave holders exposed to terms they did not negotiate and cannot easily exit. That gap becomes most visible at liquidity events, where fund-level fees and exit rules persist even after a listing. For private-market allocators, the choice is less about access than about which set of constraints they are willing to accept. Whether buyers price that difference correctly is the open question.