Cap Table Liquidity & Private Secondary Markets3 min readUpdated September 2026

Carta vs Forge When a Newsletter or Community Co-Founder Wants Out

An early co-founder who built the original audience, before the paid tiers and the sponsorship deals existed, wants to sell down. The hard part isn't the paperwork, it's that a subscriber-funded business's value moves with the renewal cycle, and neither Carta nor Forge solves that on its own.

Vendors Covered in this Article

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Carta's approach: a coordinated buyback at a company-set price

Carta Liquidity lets the company (or an approved buyer) run a structured tender offer for a set number of shares at a set price, respecting existing transfer restrictions. For a newsletter or community business, that's a reasonable mechanism once price is settled: it formalizes the redemption, updates the cap table, and creates a paper trail. What it doesn't do is tell you what the price should be, and for a subscriber business that's the actual hard problem.

Forge's approach: an outside buyer network that isn't watching your category

Forge's marketplace works because its network of accredited and institutional buyers is already tracking specific, usually well-known, venture-backed private companies. A paid newsletter or community business, even one with tens of thousands of subscribers across Substack, Circle, or direct billing, isn't a company that network has a reason to already be watching. Listing there is unlikely to produce a buyer who wasn't already interested through some other channel.

Why a fixed price goes stale fast in a subscription business

Subscriber businesses renew annually or monthly, and the number that matters most to a buyer isn't last year's revenue, it's whether this year's cohort renews at the same rate. A price fixed in January can look wrong by June if renewal comes in soft, or too low if it comes in strong. Whatever price you land on, tie the redemption timing to right after your renewal cycle closes, not to an arbitrary calendar date, so the number reflects a cohort that's actually finished renewing rather than one still mid-cycle.

Financing the redemption out of renewal revenue

The cleanest way to fund a co-founder buyback in a subscription business is out of the cash that renewal revenue actually generates, spread over two or three renewal cycles rather than paid as one lump sum funded by debt. This keeps the payout tied to the business continuing to perform, which is fair to both the departing co-founder and the ones staying, and avoids taking on debt against a revenue stream that can move with churn.

What actually gets checked before the redemption price is finalized

Look at churn by acquisition cohort, not just blended churn: a community that's been growing fast can have healthy blended numbers while its oldest, highest-value cohort is quietly eroding, which is exactly the group a departing co-founder's stake is often implicitly priced against if they were part of building the original audience. Also check how much of current revenue depends on one or two platforms (Substack, Circle, direct Stripe billing) that could change their terms or fees, since a platform-concentration risk should factor into price the same way a customer-concentration risk would in any other business.

Before finalizing the redemption price, look at these numbers:

  • Churn by acquisition cohort, not only blended churn, since a fast-growing community can hide an eroding older cohort.
  • Whether this year's cohort is renewing at the same rate as earlier cohorts, since that drives value.
  • How much revenue comes from the cohort the departing co-founder personally built versus newer subscribers from other channels.
  • The timing of the main renewal window, so the price reflects the freshest retention data.

A realistic timeline for a co-founder redemption

Plan for the price to be set in the two to three weeks right after your main renewal window closes, when you have the freshest real data on retention. Documentation and the Carta-administered mechanics, once price is agreed, typically take another two to three weeks. Avoid trying to close a redemption in the middle of a renewal push: not only is the price less reliable then, the team's attention is better spent on the renewal itself than on transaction paperwork.

Why blended revenue overpays for growth the departing founder didn't build

The most common mistake is pricing a departing co-founder's stake off blended subscriber revenue without breaking out how much comes from the cohort they personally built versus newer subscribers acquired through channels they had little to do with. Say the community has grown to twice its size since the original co-founder was actively involved, largely through paid acquisition the remaining founders built afterward. A price based on today's blended revenue effectively has the departing co-founder getting paid for growth they didn't create, which tends to feel wrong to the remaining founders once someone actually does the math.

Separate legacy-cohort value from growth the remaining team drove independently, and price the buyout closer to the former. In practice this means pulling subscriber data by acquisition source and vintage, isolating the segment that existed or grew organically before the remaining team's paid acquisition efforts began, and using that segment's revenue and retention as the real basis for the departing founder's price, with the rest excluded or valued separately if at all.

Executive Capability Standard

What Good Looks Like

A subscription media business prices any equity redemption right after a renewal cycle closes, against the cohort that actually renewed, and pays it out of ongoing renewal cash rather than a single upfront number.

Building The Capability (5-Stage Skill Ladder)

1. Learn:Pull renewal-rate history by cohort so any buyout price is anchored to real, recent renewal performance.
2. Do Manually:Draft the redemption agreement and timing around your renewal calendar with counsel.
3. Delegate:Have whoever owns subscriber reporting produce the post-renewal numbers the buyout price will use.
4. Automate:Track cap table and vesting in Carta once grants or additional equity holders make a spreadsheet risky.
5. Buy:Run the redemption through Carta Liquidity once the post-renewal price is agreed.

How to Get Started

Disclosure: We may earn a commission if you buy through some links on this page. It doesn't change what we recommend.

Bizee

Keep the entity's compliance filings current so a redemption doesn't stall waiting on a good-standing certificate.

Visit Bizee→
Mercury

Use a Mercury account to hold and disburse the buyout across renewal cycles, separate from operating subscription revenue.

Visit Mercury→

Frequently Asked Questions

What's the best way to price a newsletter or community co-founder buyout?

Price it against a trailing revenue multiple measured right after your renewal cycle closes, not mid-cycle, and be explicit about which subscriber cohort the number reflects. A price set before renewal season finishes is really a guess dressed up as a number, and it tends to create disputes later if renewal comes in differently than expected.

Does Forge make sense for a subscriber-funded media business?

Generally not, since Forge's outside buyer network is built around companies that already have name recognition among institutional secondary buyers, and a newsletter or community business rarely fits that category regardless of subscriber count. If a specific buyer is already interested, negotiate with them directly instead of listing shares on a marketplace built for a different kind of company.

Should we use Carta if we only have two or three co-founders?

It depends on complexity, not headcount. If there are option grants, vesting schedules, or plans to bring in outside capital, a shared platform reduces error. With two founders and no other equity holders or immediate capital plans, a well-maintained spreadsheet and a lawyer-drafted redemption agreement can genuinely be enough.

About the numbers

This guide doesn't quote a sourced benchmark. Figures in it are estimates or general guidance, so check them against your own numbers.

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