Carta vs Forge for Doctor Rollover Equity in a DSO

When a doctor sells a practice into a DSO platform and takes rollover equity instead of cash, that equity is typically issued subject to a shareholders' or LLC agreement drafted by the private equity sponsor. Those agreements almost always restrict when and how doctor-held rollover equity can be transferred, commonly locking it until the sponsor's own liquidity event, whether that's a recapitalization or a sale of the platform. Read that specific document before assuming either Carta or Forge is even an available path.

Carta's tender offer mechanics are built to let a company run a structured buyback on its own schedule. In a sponsor-controlled DSO, that schedule isn't the company's to set unilaterally; it's the sponsor's, governed by the rollover agreement. Unless the sponsor itself initiates a secondary liquidity program for doctor equity holders, which does happen at some platforms around a recapitalization, Carta has no independent authority to run a tender offer against a lockup the sponsor controls.

Even setting aside that Forge's outside buyer network is built around recognizable venture-backed tech names rather than healthcare roll-ups, a marketplace transaction still can't override a contractual transfer restriction. If the rollover agreement prohibits or restricts a secondary sale without sponsor consent, listing shares on Forge doesn't change that; the restriction has to be waived or the sponsor has to run its own process.

Ask the sponsor directly whether a secondary liquidity window exists or is planned, since many DSO platforms do eventually run one around a recapitalization event, and that's a far more realistic path than expecting Carta or Forge to create one independently. If no window exists yet, get clarity on what would trigger one, and in the meantime, make sure the rollover agreement's terms are fully understood rather than assumed.

Ask directly: has the platform run a secondary liquidity event before, and if so, what triggered it and how were participating doctors selected; is a recapitalization or other liquidity event currently anticipated; and if no window exists, what would need to happen for one to be considered. Sponsors vary widely in how transparent they are about this, but asking the specific question directly, rather than a vague request for liquidity, tends to get a clearer answer.

Bring these specific questions to the sponsor's finance team:

• Has the platform run a secondary liquidity event before, and what triggered it?
• How were participating doctors selected in any earlier window?
• Is a recapitalization or another liquidity event currently anticipated?
• If no window exists, what would need to happen for one to be considered?

While no window exists, make sure the rollover agreement's terms, including any provisions about estate planning transfers or hardship exceptions, are fully understood, since some agreements carve out narrow exceptions to the general lockup that aren't obvious on a first read. It's also worth confirming, in writing, how your rollover equity value is being tracked and reported to you in the meantime, since that record should be accurate whether or not a liquidity event is imminent.

The most common mistake is a doctor assuming that because the platform previously mentioned a future liquidity event in passing, one is actually imminent, and making personal financial plans around that assumption. Say a sponsor mentioned exploring a recapitalization at a town hall eighteen months ago, and doctors have been waiting since, without anyone following up directly to ask for a status update. Sponsor timelines shift constantly for reasons doctors rarely have visibility into.

Ask for a direct, current answer rather than relying on something said in passing a long time ago. Put the question in writing to the platform's finance or corporate development contact, request a specific timeframe or an honest 'no current plan' answer, and follow up again every six months or so if the answer remains uncertain, rather than treating one early comment as a standing commitment.

If the sponsor does open a secondary liquidity window, negotiate for clear, written terms on pricing methodology (how the equity will be valued, and by whom), eligibility (whether all doctor equity holders can participate or only some), and any restrictions on future equity if you participate (does selling now affect your ability to participate in later windows or the eventual full exit). These terms are set by the sponsor, but a doctor who asks specific questions upfront is in a much better position than one who accepts whatever term sheet arrives without close review.

Also confirm whether independent counsel review is expected or welcomed, since some sponsors provide a window for doctors to have their own counsel review terms before signing, and it's worth using that window fully rather than treating it as a formality.