A right of first refusal, or ROFR, gives a company or its existing investors the option to buy shares a shareholder wants to sell before that shareholder can sell them to an outside buyer, on the same terms the outside buyer offered.
A common protection in venture financing documents, letting the company and its investors control who ends up on the cap table rather than having shares sold freely to whoever is willing to buy them. It doesn't block a sale outright, it just gives existing parties the first opportunity to match the offer.
For a founder or early employee looking to sell some shares in a secondary sale, a ROFR means checking with the company first, not just finding a buyer and closing the deal independently. Worth understanding before assuming any private company stock is freely sellable.
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