Carta vs Forge When Your Retail Brand's Owners Want Cash Out

"Liquidity" usually means one specific thing here: the people who put up early capital for leases, inventory, and the first DTC build want to convert some of their paper equity into cash while the founders keep running stores and placing wholesale orders. That's a redemption, not a sale process, and it changes which tool even applies. Carta's Liquidity product runs a structured tender offer inside your existing cap table: the company (or a buyer it approves) offers to buy back a set number of shares at a set price, on a schedule the company controls, subject to whatever transfer restrictions are already in your operating agreement or investor rights agreement. Forge is a different animal. Its marketplace matches sellers of private company shares with a network of outside accredited and institutional buyers who are actively watching that specific company. That second part is the whole product, and it's also where retail brands run into trouble.

Forge built its reputation matching buyers to late-stage, venture-backed technology companies that already have name recognition among the people Forge represents: family offices and funds that track pre-IPO tech. A regional or national retail brand, even a profitable one with real wholesale accounts and a growing DTC channel, typically isn't a company that outside secondary buyers are already tracking the way they track a recognizable tech name. Listing shares on a marketplace like that doesn't create a buyer out of nothing. If nobody in Forge's network already has a reason to want your equity, you'll get quiet, not offers.

Retail leases are usually personally guaranteed by whoever signed them, and that's often the same person who wants to sell down. A buyback that just moves shares around doesn't resolve who's on the hook for the next five years of rent if the store underperforms. Before anyone talks price, map every lease guarantee against the cap table and decide who re-signs, or whether the landlord needs to be brought in to release the departing guarantor. This is a landlord conversation and a lawyer conversation before it's a Carta-or-Forge conversation.

Once you know who's getting bought out and for how much, the more common path for a business like this is a bank line secured against inventory and receivables, or a subordinated note from the family itself, paid down over two or three years out of store and wholesale cash flow rather than one lump sum. If the buyback is debt-financed, the rate you'll pay tracks the broader lending environment: the effective federal funds rate has been running around 3.63% and the bank prime rate around 6.75%¹, so a seller note or bank line priced off prime gives you a real number to negotiate against rather than a guess.

If your cap table is still tracked in a spreadsheet, formalizing it in Carta before you run any redemption is worthwhile on its own: it gives every shareholder one source of truth on ownership percentage and vesting, which avoids arguments later about what someone is actually owed. But Carta's tender offer workflow is a coordination and paperwork tool, not a valuation tool and not a source of new buyers. Skip Forge unless you already have a specific outside buyer in mind; use Carta to keep the books clean and run the mechanics once you and the family agree on price and structure.

Before either side signs off on a price, expect a real review of trailing same-store sales, wholesale account concentration (how much revenue sits with your two or three biggest wholesale partners), and inventory turn by channel. A retail brand that looks strong on total revenue but leans heavily on one wholesale account or one hero SKU should expect that concentration to show up as a discount in the price, the same way it would in any acquisition, even though this is a minority redemption, not a sale of the company. Get this review done internally before you negotiate, so you're not surprised by a number the family's advisor comes back with.

Expect the review to cover these items:

• Trailing same-store sales, to show whether recent store performance supports the price range under discussion.
• Wholesale account concentration, meaning how much revenue sits with your two or three biggest wholesale partners.
• Inventory turn by channel, to show how quickly stock converts to cash in stores, wholesale and direct sales.

Budget six to ten weeks for a transaction like this, not two. The first two weeks go to agreeing the basic terms: how many shares, roughly what price range, and who's funding it. The next two to three weeks go to lease guarantee review with counsel and the landlord conversations that follow, which is usually the longest pole in the tent. The final two to three weeks are documentation and closing mechanics, whether that runs through Carta's tender process or a straightforward redemption agreement. Rushing the lease guarantee step is the most common way these timelines blow up.