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The Public Markets are Going Off Exchange

February 4, 2025

As someone building in private markets, I often look at public markets as a north star for transparency and efficiency. But what happens if the north star is dimming?

This recent @Bloomberg piece caught my attention. @Katherine Doherty reported that, for the first time on record, more public equity volume is trading off-exchange than on-exchange.

Is this problematic?

Both on-exchange and off-exchange transactions must be reported to the SEC as soon as they happen—but not the buy/sell orders. The fewer orders on the publicly available ledger, the less efficient the market becomes for investors. Here’s why:

📉 Less market-visible bids and asks lead to less public price discovery. It’s harder to know what the market clearing price of an equity is at any given time.

↔️ Less efficient price discovery leads to widening bid/ask spreads.  The gap between willing buyers and sellers widens, reflecting reduced liquidity.

💧 Wider bid/ask spreads make it riskier for market makers like @ Citadel and @Jane Street to provide liquidity continuously, causing them to charge higher transaction fees for all buyers/sellers.

The shift from public exchanges like @Nasdaq and @NYSE to private alternative trading systems (ATSs) and dark pools is a systemic change. Here’s what’s driving it:

  1. Institutional investors use ATSs to avoid signaling their positions and getting front-run by high-frequency traders. For more on this, check out a Caplight favorite, @Flash Boys by @Michael Lewis.
  2. Retail investor trading of penny stock has increased. These trades don’t meet major exchange requirements so happen off-exchange.
  3. Lower trading costs—when moving institutional-sized blocks, every basis point matters.

Should the average retail investor be worried about selling @Apple stock? Probably not. There’s still strong price discovery & liquidity for highly active names.

But if this trend continues, what happens when 80% or 90% of public equity volume is happening off-exchange? At some point, we might feel it.

Could this be where public and private markets collide?

At @ Caplight, we’ve aggregated 100s of $B of secondary market transaction and bid/ask indication data. We aggregate data from ATSs, broker-dealers, and investors. We make our aggregated ‘tape’ available to all subscribers.

And… the pre-IPO market seems to love it. We often hear that we’re making it easier for capital to flow into the space.

If the off-exchange trend continues, is there a point where price discovery for the least liquid public stock matches that of the most liquid private stock?

Maybe one day the distinction won’t even matter.

The Public Markets are Going Off Exchange