Lincoln’s TOBA team analyzes trends and data shaping shaping the GP-led secondary market.

Key Themes from FY 2025

	Robust Growth in the GP-Led Secondary Market GP-led secondary transactions remained a key driver of activity in the secondary market during 2025, with record total transaction value of $104 billion reflecting a 49% increase versus 2024. This continued momentum from 2024 means that GP-led transactions have outpaced alternative exit strategies, with the IPO market historically experiencing a growth rate of approximately 10% and the sponsor-backed M&A market historically growing by approximately 14% during 2024. With the flexible solutions offered by the secondary market for both limited partners (LPs) and GPs, as well as the heightened appetite for investor liquidity, market sentiment remains optimistic. With continued macroeconomic certainty, the GP-led secondary market is expected to sustain its upward trajectory during 2026 and beyond.
	Growing Popularity of Continuation Vehicles Continuation vehicle transactions continue to drive the surge in volume by offering a strategic avenue for GPs to engage in strategic partnerships, extend investment thesis runway for promising assets and generate liquidity via market-driven valuations. Driven by increased dedicated capital, single-asset continuation vehicle transactions accounted for 48% of total GP-led transaction value in 2024. In 2025, multi-asset continuation vehicle transactions gained popularity, reflecting 50% of total GP-led transaction value, due to their higher appeal as a more diversified and comprehensive liquidity solution. With increased investor scrutiny and an evolving regulatory landscape, it remains best practice to obtain an independent fairness opinion for these transactions.
	Regional and Sector Trends North America continued to solidify its position as the largest region for GP-led secondary transactions, accounting for approximately 60% of all transactions and growing to record volumes. Europe continued to maintain its position as a key region for these transactions, experiencing strong transaction volumes but a small decline in overall transaction value. The business-to-business (B2B) sector represented 35% of total GP-led secondary transaction activity in H1 2025. The technology sector experienced a recovery, rising from 12% of activity in 2023 to 28% in H1 2025, fueled by the desire to retain digital transformation and artificial intelligence assets. The infrastructure, private credit and venture sectors experienced increased activity in 2025, and this momentum is expected to continue into 2026 and beyond.

Transaction Volumes, Fundraising Volumes and Deal Types

GP-Led Secondary Transaction and Fundraising Volumes

The global GP-led secondary market experienced robust growth, with total transaction value reaching a record high of $70 billion in 2024. This momentum further accelerated in 2025, with total transaction value of $104 billion marking a 49% increase over 2024. GP-led transactions remained a key driver of activity in the overall secondary market, contributing to over 45% of total transaction value in 2024 and 2025.

This growth was fueled by a combination of demand and supply factors, including relatively subdued valuations in existing M&A and IPO markets, increased availability of dedicated capital, a strong emphasis on investor liquidity through distributed proceeds, increased LP comfort with these transactions and sponsor preference for extending investment horizons to realize growth in certain assets.

Proportion of Deals by Transaction Type

Fundraising in the secondaries market maintained strong momentum in 2025, with $93 billion in capital raised. This growth was bolstered by the emergence of new secondary market investors and the increasing adoption of evergreen vehicles dedicated to the secondary market.

In 2025, multi-asset continuation vehicles emerged as a dominant transaction type, accounting for 50% of total GP-led transaction value. There was also continued growth in the volume of single-asset transactions in 2025, which accounted for 44% of total GP-led transaction value.

Regional and Industry-Specific Observations

Proportion of GP-Led Deals by Region

Regionally, North America maintained its position as the most active GP-led secondary market, contributing to 54% of aggregate GP-led transaction value over the 2020-2024 period and 61% of GP-led transaction value in H1 2025. This sustained activity is a combination of the growing popularity and greater supply for these transactions in the region, with a higher portion of overall assets under management and over-allocated investors situated in North America. Europe comprised 33% of total activity in H1 2025, with the region experiencing an increase in volume but a decline in overall transaction value.

Proportion of GP-LED Deals by Sector

The B2B sector accounted for 35% of GP-led transaction value in H1 2025, showing continued resilience in the face of tariff uncertainty. The technology sector has seen a recovery in volumes and investor appetite post-2023. Secondary market transactions in this sector were driven by asset-specific factors regarding GP desire to extend investment runway, drive further growth and capture additional upside in the face of weaker alternative exit routes. This was particularly relevant for assets exposed to digital transformation and artificial intelligence trends, as well as those with recurring revenue models.

During the first half of 2025, an increase in specialized investor strategies resulted in higher activity within real estate, private credit and venture growth assets, with an expectation that this trend will continue for the remainder of the year.

2026 Outlook from 2025 Trends

Macroeconomic Conditions

Key concerns around recession risks, inflationary pressures, AI disruption and tariff uncertainty impacted the market, with secondary investors moving toward perceived safer havens. A persistently subdued mergers and acquisitions (M&A) and IPO market is likely to continue pushing sponsors toward GP-led solutions.

New Capital

The inflow of new capital, including from the launch of retail-focused vehicles and “40 Act” funds, has increased competition and is anticipated to further enhance the growing involvement of institutional investors in the GP-led secondary market.

Pricing Levels

The pricing environment is projected to stay competitive, driven by robust buyer demand for high-quality assets and clear transaction rationale, albeit with enhanced valuation scrutiny under investor concerns around macroeconomic and geopolitical uncertainty.

Sector Dynamics

The technology, energy and infrastructure sectors are garnering increased interest, while the consumer and manufacturing sectors are facing scrutiny due to potential market risks. Non-buyout transactions, including early-stage venture and private credit investments, are expected to maintain strong momentum.

Transaction Scrutiny

As the GP-led secondary market matures, regulatory and investor scrutiny is expected to increase. GPs are expected to prioritize transparency and valuation fairness, often by obtaining independent financial advice, to maintain market integrity.

Market Size

The GP-led secondary market is expected to continue its upward trajectory in the future, driven by a continuing demand for liquidity from LPs, a greater understanding and wider acceptance of continuation vehicles, an increase in dedicated capital pools and the growing market for private credit secondaries.

Perspectives from Lincoln’s Continuation Vehicle Fairness Opinions

As a leading global provider of transaction opinions, Lincoln International has developed deep insights and perspectives through extensive experience in continuation vehicle transactions.

Between 2022 and 2025, we rendered fairness opinions for continuation vehicle transactions, representing a combined net asset value (NAV) of $73.1 billion, of which transactions with a combined NAV of $53.2 billion were from 2025.

Aligned with broader market trends, the majority of fairness opinions in our sample relate to single-asset continuation vehicle transactions. Notably, 53% of these transactions were priced at or above NAV, underscoring their asset-driven nature and ability to achieve strong, market-driven valuations. Multi-asset continuation vehicle transactions, characterized by a diversified mix of assets, continued to play a significant role in the market by driving fund distributions to emphasize their importance in the continuation vehicle landscape.

Our analysis of continuation vehicle transaction activity from 2022 to 2025 revealed that the industrials sector was the most active underlying sector. While the technology sector experienced a slowdown in demand between 2022 and 2023, it demonstrated significant recovery in 2024 and 2025, reaffirming its importance as a key sector for these transactions.

Key Observations on Carried Interest and Management Fees

We note a continuation vehicle’s economic terms, such as carried interest and management fees, are inherently interconnected and influenced by the unique dynamics for each transaction.

We observed that performance-based carried interest arrangements tiered according to specific performance thresholds have become significantly more prevalent compared to flat fee structures. While these require more complex calculations, their rising popularity can be attributed to their effectiveness in aligning the interests of GPs and LPs and providing a more balanced approach to compensating high performance.

We also observed notable variations in first-tier and last-tier carried interest rates:

• First-tier carried interest rates typically ranged from 5% to 15%, with 70% of continuation vehicles setting the first-tier rate at 10%.
• Last-tier carried interest rates, typically aimed at exceptional performance outcomes, spanned from 12.5% to 35%, with 64% of continuation vehicles setting the last-tier rate at 20%.

Source: 1) Lincoln Proprietary Private Market Database;  from 2022 to 2025