Carta vs Forge When An AI Agency's Valuation Moves Fast

The company has forty employees, a tight founding team that still owns the majority of the equity, and three senior engineers whose retention matters disproportionately to client delivery. The board has cash on hand from a recent raise, but not enough to fund a large buyback without cutting into the runway it needs for the next hiring push.

Because the goal was retaining three specific people rather than offering liquidity company-wide, the founders configured a small, capped tender through Carta funded from treasury. Each of the three could sell up to a set percentage of their vested shares, the transaction never left the cap table platform the company already used, and nothing about client pricing or margins went to an outside party.

When the finance lead ran the numbers, funding even this small tender at the valuation the last round implied pushed the company's burn multiple into a range the board was not comfortable defending¹. Fast-growing service and product hybrids like this one often see valuation move ahead of what a treasury can safely support, which is exactly the gap Forge is built to close by bringing in outside buyers instead.

The board split the difference: it kept the transaction size small enough that Carta could still fund and execute it from treasury, but it lengthened the vesting on the shares those three engineers held going forward so a smaller cash-out today did more retention work. That decision, not the platform choice itself, was the one that actually kept the team intact through the next twelve months.

If the next hiring wave repeats this pattern at three or four times the scale, the founders already know the internal-funding math will not work a second time. Their plan is to bring in Forge's buyer network for that round, priced off real institutional diligence rather than a round number, and to keep using Carta purely for the mechanics of settlement once a buyer and price are agreed.

ARR growth at a young, fast-moving agency like this one usually sits well above what a more mature SaaS company would post, which is part of what made the founders' first instinct to fund everything internally feel reasonable². The problem was not the growth rate itself but the mismatch between how fast paper value was rising and how much actual cash the business generated to fund a buyback at that value. That gap between valuation growth and free cash flow is exactly the signal to watch for, since it shows up well before a burn multiple calculation forces the issue.

Looking back, the finance lead's biggest regret was not building the burn multiple model until after the tender was already announced to the three engineers, which turned a straightforward retention decision into an awkward walk-back conversation. The lesson they took into the next planning cycle: run the cash-impact model before any number is mentioned to an employee, even informally, and treat that model as a standing input to hiring and compensation planning rather than something built fresh each time someone asks about equity.

Lessons the finance lead took into the next planning cycle:

• Run the cash-impact model before any number is mentioned to an employee, even informally.
• Test the tender size against the burn multiple for your revenue band before announcing it.
• Keep the transaction small enough for treasury funding, and lengthen vesting on remaining shares so a smaller cash-out does more retention work.
• Plan to bring in Forge's buyer network for a later, larger round, with Carta handling settlement mechanics.
• Prepare an honest answer on client concentration before outside buyers ask about it.

Agencies at this stage often derive a large share of revenue from a small number of anchor clients, and any outside buyer sourced through Forge will ask hard questions about what happens to the valuation if one of those relationships ends. Have an honest answer ready before that question comes up rather than during a live diligence call: know which clients are renewing under multi-year terms, which are month-to-month, and how the team would replace that revenue if needed. Separately, a liquidity program at a forty-person company can eat an outsized share of leadership attention simply because everyone knows everyone and rumors travel fast, so name one person, usually the CFO or head of finance, as the single point of contact for questions and set a clear communication cadence so employees are not left guessing whether the program is still moving.

See how a marketplace approach compares for a fast-mover.