Carta vs Forge for Rollover Equity in a Multi-Hospital Vet Platform

PE-backed veterinary platforms structure doctor rollover equity through a shareholders' agreement, an LLC operating agreement, or a joint venture agreement that the sponsor drafted at the time of acquisition. These documents typically address secondary transfers directly, either forbidding them outright until a sponsor-driven liquidity event or setting specific conditions under which they're allowed. Find and read the exact language before doing anything else.

Some veterinary platforms run periodic secondary liquidity programs for doctor rollover holders, often timed around a recapitalization when new investor capital comes in. Ask the platform's finance or corporate development team directly whether one exists or is planned, since this is by far the most realistic path to liquidity for locked rollover equity, more realistic than pursuing an independent sale.

Even where Carta's tender offer mechanics are technically available, they only work within whatever authority the company, in this case effectively the sponsor, grants. Carta can administer a transaction the sponsor authorizes; it has no independent power to open a liquidity window against a rollover agreement's restrictions.

Setting aside that Forge's buyer network is built around companies already recognizable to its institutional buyers, mostly venture-backed technology names rather than veterinary services platforms, a marketplace sale still can't override a contractual transfer restriction. If the rollover agreement requires sponsor consent for any transfer, that consent has to come from the sponsor, not from listing shares somewhere else.

The productive move here isn't evaluating Carta against Forge; it's asking the sponsor's finance team, directly and specifically, whether a secondary window exists, what it would take to open one, and what the last one (if any) looked like for other doctor equity holders on the platform.

Take these questions to the sponsor's finance team:

• Does a secondary liquidity window exist for doctor rollover holders, or is one planned?
• What would it take to open a window if none exists today?
• What did the last window look like for other doctor equity holders on the platform, if there was one?
• Do the timing and eligibility rules differ by location or by agreement, so you know what applies to yours?

If other founding doctors on the same platform have gone through a rollover agreement review or a prior secondary window, ask them what they learned, since platform-wide policies and precedent often matter more than what's written in any one doctor's individual agreement. This is informal, but it's often faster and more useful than waiting for the sponsor's formal response alone.

Expect the sponsor's initial response about window timing to take two to four weeks. If a window is confirmed or already planned, the actual transaction mechanics for participating doctors typically follow the sponsor's own process and timeline, which the sponsor should be able to describe once you ask directly rather than something Carta or Forge would set independently.

The most common mistake is a doctor assuming her rollover agreement is identical to a colleague's at a different platform, or even at a different location on the same platform, and acting on secondhand advice instead of reading her own document. Say a doctor hears from a friend at another DSO that secondary sales are allowed there, and assumes the same is true for her own agreement without checking. Rollover terms vary meaningfully by platform, by deal vintage, and sometimes by individual negotiation.

Always read your own specific agreement rather than relying on what someone else's says. If the language is unclear or you're unsure how a specific provision applies to your situation, get an independent read from your own counsel rather than the platform's counsel, since the platform's lawyers represent the sponsor's interests, not yours, even when they're being entirely straightforward with you.

If a secondary window does open, negotiate for a clear, written explanation of the valuation methodology being used, since rollover equity in a multi-site platform can be valued several different ways, and the method chosen meaningfully affects the price. Ask specifically whether the valuation reflects the platform's most recent transaction or financing round, an independent third-party valuation, or some other formula, and whether that same methodology applies consistently to every participating doctor. Also ask whether participating in this window affects your position in any future window or in the platform's eventual full exit, since some structures treat early secondary sellers differently from those who hold through the final transaction, and that's worth understanding before deciding how much, if any, to sell now.

Put any answers received from the sponsor in writing, even a short follow-up email summarizing the conversation, so there's a clear record of what was actually said if questions come up again later.