Selling shares · Carta

How to sell your Carta shares

Hold vested shares, options or RSUs in Carta (fintech, United States)? Here's how a private secondary sale works, the US rules that apply, who buys, and what to expect.

Carta is a private US fintech company. Cap-table, equity and fund-administration software used by many startups and their employees. If you hold vested equity in Carta and want to turn part of it into cash before an IPO or acquisition, this is a plain-English guide to how a private secondary sale actually works — and what's specific to Carta and to US rules.

Independent guide. PrivateTechShares is not affiliated with, endorsed by, or connected to Carta. This is general educational information for people who already hold Carta shares, options or RSUs. Always check your own equity documents and take professional advice. We do not recommend or endorse any transaction: whether to buy or sell, and on what terms, is entirely the individual decision and responsibility of the buyer and seller, based on their own due diligence.

Can you sell Carta shares before an exit?

Often, yes. Selling existing shares you own in a private company to a private buyer, before the company is sold or lists, is called a secondary sale. It's possible for Carta shares if they're vested and transferable, and once you've cleared Carta's transfer rules. There's no public market for a private company, so a sale is a private, negotiated transfer — not the click of a button.

What you probably hold

First, pin down what you actually have. US startup equity is usually ISOs or NSOs (options you exercise into shares by paying the strike price), RSUs (which typically settle into shares on a liquidity event or set date), or already-exercised common shares. You can generally only sell settled shares, so if you hold options you usually exercise first — and exercising can trigger tax (including AMT on ISOs) before you have any cash. Check your grant for your vested amount, strike price, any 83(b) election and deadlines.

The rules that apply in the United States

How a sale works, and how it's taxed, depends on US rules — transfer formalities, any right of first refusal and co-sale rights, and the tax on exercising and selling (capital gains, AMT, and possibly the QSBS exclusion). We've written a dedicated plain-English guide: selling startup shares in the United States. Read it alongside this page.

Who buys Carta shares

There are a few realistic buyers, roughly in order: Carta itself (if it runs a buyback or tender), existing investors or shareholders (often via a right of first refusal), the investor in Carta's next funding round, and — when those don't apply — a private individual investor who wants exposure to Carta. Recognisable names like Carta tend to attract private-investor interest — but the hard part for a holder is understanding what you actually own, what it might be worth and how a private transfer works. That's what our guides and toolkit are for.

What to expect on price

A private, minority, all-cash secondary usually happens at a discount to Carta's last headline valuation — because the buyer takes an illiquid stake with no guaranteed exit, and because you likely hold common shares, worth less than investors' preferred shares. That's normal, not a trick. See what discount is fair for a realistic range.

Thinking about your Carta equity?

Exercising, holding or selling equity is usually a one-way decision. Doing it well takes a real assessment — what you hold, what it's realistically worth, the transfer rules that apply, and the tax. The equity toolkit (US edition) is exactly that homework in one place: the free tools give you the numbers; the toolkit turns them into a decision you can stand behind.

Get the equity toolkit →

Hold options and weighing whether to exercise? The ISO/AMT exercise calculator and the QSBS calculator can help you put a number on it.

Questions people ask

Can I sell my Carta shares before an exit?

Often yes. If you hold vested, transferable shares in Carta you can sell them to a private buyer in a secondary before an IPO or acquisition, subject to Carta's transfer rules — typically a right of first refusal, co-sale rights and board or company approval. If you hold options or RSUs rather than settled shares, there are extra steps first. Carta is a private company, so there is no public market; a sale is a private, negotiated transfer.

How much are my Carta shares worth?

There is no live price for a private company like Carta. A rough estimate starts from the price per share at its most recent funding round or 409A valuation, adjusted for your share class (common shares are usually worth less than the preferred shares investors hold) and a discount for a private, minority, illiquid stake. Use our free valuation estimator as a starting point — it is only an estimate.

Who buys Carta shares?

Typically one of: Carta itself (via a buyback or tender, if it runs one), existing investors or shareholders (often via a right of first refusal), the investor in an upcoming round, or a private individual investor seeking exposure to Carta. Well-known names attract private-investor interest, which is why it helps to understand what you hold and how a private transfer works before you start.

More about Carta: carta.com ↗ (official site) · funding & valuation data ↗. We're not affiliated with Carta — these are neutral references for your own research.