Carta vs Forge for a Coaching Business Built on One Founder's Name

Before pricing any buyback, write down, honestly, how much of next year's revenue depends on the founder personally showing up: teaching the flagship cohort, appearing in the marketing, answering the community's questions. If that number is high, a buyer of shares (whether Forge finds one or the company itself is the buyer) is really buying a call option on that person staying engaged, which most cap table mechanics don't price well. This step comes before any tool conversation, because it determines whether a straight share buyback is even the right structure.

Carta Liquidity assumes a reasonably conventional cap table with common stock, maybe some option grants, and a company willing to run a structured buyback at a fixed price on a fixed schedule. That works fine mechanically for a coaching business organized as an S-corp or LLC with a co-founder or early employee holding minority equity. What it doesn't do is answer the founder-dependency question above; it just moves shares once you've already answered it.

Forge's outside buyer network exists because certain private tech companies already have name recognition among family offices and funds that specialize in pre-IPO secondary purchases. A coaching or cohort education business, even a highly profitable one, isn't a category those buyers are tracking, and the buyer pool doesn't materialize because you listed shares somewhere. If a co-founder wants out and there's no natural buyer already in mind, an earnout or an internal buyback is a far more realistic path than shopping the shares externally.

For a departing co-founder or early instructor, an earnout tied to retained student outcomes (renewal rates on the flagship cohort, completion rates, continued enrollment in the program they built) is often fairer to both sides than a fixed buyback price, because it acknowledges that some of the value they're being paid for depends on the program continuing to perform after they leave. Write the earnout terms and the measurement period into the agreement before anyone signs, not after.

If the company has two or three shareholders and no plans to bring on outside capital or a large option pool, a clean spreadsheet with a lawyer's sign-off on the redemption paperwork may genuinely be enough. Carta earns its cost once there are enough shareholders, grants, or vesting schedules that manual tracking creates real risk of error, not before.

Beyond the earnout terms themselves, put in writing exactly what the departing co-founder or instructor is and isn't allowed to do afterward: can they teach a similar cohort under their own name, can they contact past students, does any non-compete apply and for how long. In a founder-brand business, these terms matter more to the buyer's downside than the price itself, because a departing instructor who immediately starts a competing cohort with the same audience can undermine the value of what was just purchased far more than a slightly generous price would.

Put these points in writing before anyone signs:

• Earnout terms tied to retained outcomes, such as renewal rates, completion rates and continued enrollment in the program the departing person built.
• Whether the departing co-founder or instructor may teach a similar cohort under their own name.
• Whether the departing person may contact past students about their own programs after leaving.
• The exact limits on what the departing person may do afterward, agreed before price or earnout terms are locked in.

The most common mistake is pricing the buyout like a SaaS company, applying a revenue multiple pulled from an unrelated industry without adjusting for founder-dependency. The second most common mistake is skipping a written non-compete or non-solicit because the parting was friendly at the time; friendly partings don't always stay friendly once the departing party needs income and starts a new venture. The third is failing to define what happens if the flagship cohort's enrollment drops sharply in the first year after the departure, since an earnout with no floor or ceiling can end up feeling unfair to whichever side the numbers move against.

The most common mistake is agreeing to a fixed buyout number before the earnout structure is designed, then trying to retrofit an earnout on top of a price that was never built to flex. Say a co-founder's stake is initially priced at a flat number based on trailing revenue, and only after that number is agreed does anyone raise the question of what happens if enrollment drops the following year. By then, the departing co-founder reasonably feels the number was final, and the remaining founders feel exposed to a program they no longer fully control.

Design the earnout mechanics and the price together, from the start, so both sides know from day one what the payout actually depends on, and revisit the split only if both sides agree there's a good reason to. For example, a workable version of this ties 60% of the price to a fixed payment at close and the remaining 40% to a defined retention or completion metric measured twelve months out, with the exact formula and measurement window written into the agreement before either side signs, not negotiated informally afterward once the numbers are already in dispute.