If you work at a late-stage startup in the Bay Area, there's a good chance you'll hear the words "tender offer" in an all-hands sometime soon. On October 23, TechCrunch reported that Carta and NewView Capital are partnering to make it easier for startups to set up and run these employee share sales, pairing NewView's experience structuring secondary deals with Carta's equity platform. Here's what the partnership is, how a tender offer works in practice, and the questions worth asking if your company announces one. This is general information, so talk to a tax or financial professional about your own situation.
What Carta and NewView announced
According to TechCrunch, NewView Capital, a firm that does secondary deals alongside its venture investments, has teamed up with Carta so companies can launch and manage liquidity programs with less hassle. NewView founder and managing partner Ravi Viswanathan told TechCrunch the hope is that the partnership "will make it easier for CEOs and companies to think about tenders," and he described tenders as retention tools and morale boosters for employees.
A NewView and Carta study cited by TechCrunch found tender offers have tripled over 3 years among Series C and later startups, yet only 44 tenders were executed across their dataset in the first half of 2026. TechCrunch also named Hightouch, Decagon, Wayve and ElevenLabs as companies that have run tenders, with ElevenLabs holding 2 in less than a year. Viswanathan's broader point was that companies are "staying private for 12 to 15 years," which leaves a lot of employees holding equity they can't easily sell.
How a tender offer works
A tender offer is a company-sponsored sale where shareholders, usually employees and sometimes early investors, can sell some of their shares at a set price. The buyer can be the company itself, which makes it a buyback, or outside investors. Carta's tender offer guide lays out the usual sequence, which starts with a buyer offering to purchase a set number of shares at a set price and the board giving preliminary approval.
From there, the company and its lawyers prepare the disclosures, and a window opens for employees to decide whether to sell and how much. Carta notes that SEC rules require tender offers to stay open for at least 20 business days. You'll typically receive an offer to purchase, a letter of transmittal, financial statements and a list of risk factors, and the offer to purchase should summarize the tax consequences. When the window closes, allocations are finalized and sellers get paid.
On price, Carta says tender prices matched the most recent preferred financing in 60% of deals in 2024. Discounts happen because employees usually hold common shares, while investors in a priced round buy preferred stock with extra rights.
Questions to ask if your company announces a tender
The documents answer most of these, but it helps to walk in knowing what to look for. Here are the 4 that matter most when a tender lands.
Who is eligible, and how much can I sell?
Carta notes that companies can set eligibility rules, such as a vesting cutoff date, which share classes qualify, and maximum sale limits that vary by shareholder type. If more people want to sell than the buyer will purchase, sales are usually cut back pro rata, so everyone sells a proportionally smaller amount.
Do I need to exercise options first?
It depends on how the deal is structured. Some tenders let you exercise and sell in the same transaction, while Carta says some mature companies require options to be exercised and held for at least 6 months before selling, which is less common. If you hold incentive stock options, Carta flags that exercising and selling at once can cost them their favorable tax treatment when holding period requirements aren't met.
How will the proceeds be taxed?
Carta says proceeds can be taxed as ordinary income, capital gains or both, depending on how the deal is set up. The offer to purchase should explain the tax treatment, and this is the moment to bring in a tax advisor who works with startup equity, ideally before the window opens so you aren't rushing a decision in the last few days.
What does the price tell me?
The tender price is a data point about how the company and the buyers value the common stock right now. Compare it with the price in your offer letter and the latest 409A valuation, and ask whether the company expects to run tenders regularly, since that changes how much a single window matters.
Why this matters for Bay Area tech workers
Equity has always been a big part of startup pay in the Bay Area, and longer private timelines mean more people are making career decisions around stock they can't sell yet. If tenders become routine, it could change how candidates weigh offers, how long people stay at a company, and how founders think about retention. It also gives founders a new tool, and Viswanathan's "win-win-win" framing is the pitch Carta and NewView are making to CEOs.
The best information usually comes from people who have been through one. If you're weighing a tender, or you're a founder deciding whether to offer one, it helps to talk with peers outside your company. Our guide to SF tech communities worth joining is a good starting point, and our piece on what's replacing Bay Area networking explains why smaller groups often work better for this kind of conversation than a big mixer. For context on how investors are thinking about the market right now, we also covered what the a16z Frontier rebrand means for founders.
The Bay Area event builders Tribe on Tribe brings together founders and operators who host small dinners and meetups, so it's an easy place to ask how others have handled equity questions like these.
