Carta or Forge for a Cloud Software Company's Cap Table

If your board and existing investors have already agreed to put up the cash, Carta's tooling handles the mechanics without introducing a single new name to the cap table. If nobody internal wants to write that check, Forge exists specifically to source institutional buyers who will, in exchange for a real look at your metrics and a negotiated discount to your last round.

A platform business often has usage and retention data that competitors would pay to see. Carta's process never leaves your existing cap table environment, so nothing beyond a standard disclosure packet goes to outside parties. Forge's institutional buyers typically require deeper diligence access, which is manageable but is a real cost worth weighing against the capital it brings in.

Growth naturally slows as ARR scales, and a program sized for a fifty percent growth year will look oversized once the company settles into a more moderate band¹. Smaller, recurring internal tenders funded through Carta tend to fit companies still compounding quickly. Larger, less frequent programs that need outside capital tend to land on Forge once growth has moderated and the option pool has grown past what a board wants to fund alone.

Carta's workflow is largely self-serve once configured, which suits a lean finance team. An institutionally syndicated process typically needs more hands-on coordination between your general counsel, your 409A appraiser and the buyers' own diligence teams, so budget real calendar time from your CFO and legal lead before you commit to that route.

A twenty-business-day election window can span a quarter where guidance shifts, and a board that priced the tender assuming one growth trajectory can find itself defending a very different number by the time shares settle. Build a pricing collar into the disclosure documents up front rather than trying to renegotiate mid-window, and give your general counsel authority to pause the window if a material change occurs before it closes. This matters more for a platform publisher than it might for a pure services business, since a single large customer's renewal or churn decision can move the growth number enough to change what a fair price actually is.

Say a cloud software publisher at $18M ARR has forty employees eligible for a tender, a board willing to fund up to $3M from treasury, and a growth rate that has been decelerating for two straight quarters. For example, when the CFO models three outcomes, funding the full $3M internally turns out to push the company's cash position uncomfortably close to its minimum operating buffer. Rather than shrink the program, say the board splits it instead: a $1.5M internally funded tranche through Carta covers the most tenured quarter of the eligible group immediately, while the remaining demand is queued for a Forge-sourced round once the next fundraise closes. Employees are told this plan explicitly rather than being offered a smaller number with no explanation, which turns out to matter more for retention than the dollar amount itself.

A platform publisher that grew partly through acquiring smaller products often carries option grants issued under two or three different equity plans, each with its own strike price conventions and vesting schedule, sitting on top of the parent company's own pool. Before running eligibility through either platform, reconcile every acquired plan against the parent cap table so an employee who joined through an acquisition is not accidentally left off the eligibility list, or worse, offered terms that conflict with what their original grant agreement promised. This reconciliation step is tedious and rarely glamorous, but skipping it is the single most common reason a publisher's first tender takes twice as long as planned.

None of the four criteria above matter much if the board first hears about a proposed tender the week before it is supposed to launch. Walk the board through the funding-source question, the diligence-sensitivity question and the growth-stage question as a single memo well before you need a vote, and bring a recommendation rather than an open-ended menu of options. Boards approve a well-reasoned Carta-versus-Forge recommendation far faster than they approve a blank request to pick one.

Compare a broader secondary marketplace option.

What to put in the board memo before you need a vote:

• Who is funding the buyback: treasury, an existing investor, or outside buyers sourced through Forge.
• How sensitive your usage and retention data is, and what diligence access outside buyers would require.
• How the program's size fits your growth stage now that growth is slowing as ARR scales.
• How much calendar time your CFO, general counsel, and 409A appraiser will need, plus a pricing collar and pause authority.
• One clear recommendation rather than an open-ended menu of options.