Carta vs Forge: Running a Late-Stage SaaS Tender Offer

Carta Liquidity runs the tender inside the same cap table software your finance team already reconciles against every month: eligibility lists pull straight from vesting records, employees elect how many shares to sell inside a portal they already use, and a registered broker-dealer handles the compliance and escrow work in the background. Forge takes a different job. It brings an outside network of institutional buyers, family offices and secondary funds who can absorb tens of millions of dollars in demand that your own balance sheet or existing venture backers cannot or will not fund. The choice between them starts with one question: do you already have committed capital, or do you need to go find it.

Before you pick a platform, model what the tender costs against what you can afford to spend without slowing product investment. Late-stage ARR growth naturally decelerates with scale, and a board that expects the growth pace it saw at $5M ARR to hold at $50M ARR will misprice everything downstream¹. Run the numbers against your burn multiple for your revenue band rather than a round number pulled from a prior fundraise, and treat a buyback funded from cash on hand as a direct trade against runway². Say your CFO models three participation scenarios, twenty, forty and sixty percent uptake, and finds that even the low case would push burn into an unhealthy range; that is the signal to bring in outside capital through Forge rather than self-fund through Carta.

If the board wants total confidentiality, a bounded transaction size and no new names on the cap table, configure the program in Carta and fund it from treasury or a single existing investor who agrees to buy. If the participation modeling from the prior step shows demand that outstrips what internal parties will fund, run price discovery through Forge first, then decide whether to route the actual settlement through Carta's cap table tooling once a buyer and price are set. Plenty of late-stage SaaS companies do both: Forge to find and price the buyer, Carta to execute the mechanics against a clean share register.

Once the board approves the structure, configure eligibility (typically a minimum tenure and a cap on the percentage of vested shares any one employee can sell), publish disclosure materials, and open a twenty-business-day election window. Employees who hold unexercised options are often offered a cashless or net exercise, where the strike price and tax withholding come out of gross proceeds rather than requiring a separate check, but the tax treatment differs for incentive and nonqualified options, so confirm the mechanics with your counsel and tax advisor. Run at least one live Q&A session during the window; unanswered tax questions are the single biggest reason participation comes in below what the model predicted.

A sequence for running the election window:

1. Get board approval for the structure and the buyer source, whether that is treasury, an existing investor, or outside buyers.
2. Configure eligibility, typically a minimum tenure and a cap on the share of vested holdings any one employee can sell.
3. Publish the disclosure materials along with a plain-language FAQ that answers employees' tax questions.
4. Open the twenty-business-day election window and offer cashless or net exercise to holders of unexercised options.
5. Settle shortly after the window closes and confirm the 409A common valuation stays defensible for new-hire grants.

Boards that anchor the tender price to their last preferred round almost always watch the deal fail to clear. With the effective federal funds rate near 3.63 percent, institutional buyers on either platform price in a real discount for illiquid common stock, and that discount does not close just because leadership wants it to³. Bring your 409A appraiser in during the sizing stage, not after you have already announced a price to employees, and be prepared to defend a valuation gap in plain language rather than optimistic slides. MeetMyCXO's AI CFO can help you stress-test that pricing gap against your own burn and growth numbers before the board sees a term sheet.

A tender that goes well ends with settlement shortly after the election window closes, no employee left guessing about their tax bill, and the 409A common valuation still defensible for the next round of new-hire grants. Get there by publishing a plain-language FAQ alongside the legal disclosure packet, since the legal document answers a regulator's questions and almost never answers an employee's. Set an aggregate cap on total shares tendered in addition to the per-employee cap, so a handful of large holders cannot crowd out the broader group the program was meant to reach. Close the loop after settlement with a short note to participants confirming their new share count and net proceeds; skipping that step is a small thing that generates a disproportionate number of confused messages to finance the following week. Treat the whole exercise as a recurring capability rather than a one-time fire drill: companies that run a second and third program tend to do it faster and with fewer surprises each time, mostly because the disclosure templates, eligibility logic and appraiser relationship already exist.

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