Your Employees Hold Stock They Cannot Sell. Tender Offers Fix That.

Picture an engineer who joined your startup in year one. She took a below-market salary, worked weekends, and holds stock options that the latest valuation says are worth a fortune. On paper. She still can't pay her rent with paper.

That gap between paper wealth and actual cash is the problem a tender offer tries to solve. And this week, two well-known names in the startup world decided to make tenders a lot easier to run.

If you're a first-time founder, you probably won't run one soon. But the way you think about equity today decides whether you'll ever need to explain this to your team.

Carta, the cap table software company, and NewView Capital announced a collaboration to help startups run employee tender offers. NewView is an investment firm that structures secondary deals alongside regular venture investing. Carta brings the equity management platform.

NewView founder Ravi Viswanathan told TechCrunch the goal is to make it "easier for CEOs and companies to think about tenders." That's a modest pitch, and it's honest about the problem. Most founders don't avoid tenders because they dislike them. They avoid them because nobody has shown them how.

Here's the thing, though. Viswanathan's firm is a party to this deal, so treat his enthusiasm as informed but not neutral. The data is more interesting than the quotes.

A tender offer is a company-organized event where employees (and sometimes early investors) can sell some of their shares at a set price to an approved buyer. The company sets the rules. A new investor or an existing fund usually writes the check.

Compare that with an IPO or an acquisition, which are the traditional ways to turn startup stock into cash. Those can take ten years, or never happen. A tender gives people a partial exit while the company keeps growing.

A few details worth knowing:

• Participation is voluntary. Nobody has to sell.
• The company usually caps how much each person can sell, often a slice of their holdings.
• The price is set by the company and the buyer, commonly tied to the most recent funding round.

Think of it like a neighborhood garage sale organized by the HOA. Everyone shows up on the same day, under the same rules, and the association makes sure nobody gets scammed.

Quickly, but from a small base. According to the NewView and Carta study cited by TechCrunch, tender offers among Series C and later startups tripled over the past three years. Yet only 44 were completed in the first half of 2026 in their dataset.

Carta's own numbers tell a similar story. In 2025, 16,538 employees sold some equity in a tender offer, the highest annual total in Carta's records. Roughly 20% of them were former employees. With somewhere between 900,000 and 1 million employees on the platform, that's a small share of the people holding equity.

So tenders are rising, and they're also still rare. Both things are true.

The takeaway: Tenders went from a perk for the biggest private companies to something mid-size startups now consider. Most companies still haven't tried one.

The article also notes that companies running tenders aren't limited to household names like OpenAI, Databricks, or Anduril anymore. Hightouch held a tender at a $1.3 billion valuation. ElevenLabs ran two in under a year.

Alt text: Bar chart of employees who sold equity in startup tender offers, with 2025 as the record year Caption: Carta counted 16,538 employees selling in 2025, its highest annual total.

Retention is the main reason. Viswanathan argues that being a unicorn no longer attracts talent by itself, because so many billion-dollar companies exist. Employees want to know they'll see some cash along the way, not just a promise.

He also pointed out that startups now stay private for 12 to 15 years. That's a long time to ask someone to hold illiquid stock. If a public company down the street offers shares you can sell tomorrow, your equity needs a better story.

Carta's team noticed a shift too. Executives used to worry that a tender would trigger exits, because people would sell and leave. Today many see it as a retention tool. That's an impression more than a measured result, so don't build a business case on it alone.

There's a second, quieter benefit: morale. Giving a founding engineer a chance to pay off student loans or put a down payment on a house changes how she shows up on Monday. People who aren't financially stressed tend to take bigger swings at work.

I've watched small teams lose their best people to a bigger paycheck at a big company, and the stock they left behind barely moved the needle in that decision. A tender is one way to change that math.

Let's be real: the TechCrunch piece doesn't dig into downsides, so you'll need to think about them yourself.

Price is the first problem. If your tender price is too high, the buyer overpays and may be unhappy later. Too low, and you've undervalued your own team's work. Setting it usually means a fresh valuation conversation with your board.

Dilution can follow. If the company issues new shares to fund the buyer's purchase, existing holders get diluted. If the buyer purchases existing shares, the cap table shifts but total share count doesn't change. Know which structure you're using.

Signal risk is real. If too many employees sell, outside investors may read it as a lack of confidence. Capping individual sales helps.

Fairness matters. Who gets to sell, and how much? Current staff only, or former employees too? Founders? Investors? A messy answer creates resentment fast.

And there's time. Running a tender takes legal, tax, and finance work. For a ten-person company, that's a heavy lift.

Always talk to a startup attorney and a tax adviser before promising anything. Tax treatment depends on the type of equity people hold and how long they've held it.

Probably not about running one, but yes about preparing for one. Most seed-stage companies are years away from a tender. Series C and later is where the data shows them clustering.

What you can do early costs almost nothing:

1. Keep your cap table clean. Messy records make every future deal harder.
2. Write down your equity philosophy: who gets options, how much, and how vesting works.
3. Be honest in offer conversations. Tell candidates that liquidity is uncertain and may take a long time.
4. Think about your investors' view on secondaries before you sign a term sheet.
5. Add liquidity to your long-range planning, even as a rough note.

You can map this out in a spreadsheet, Notion, or a planning tool like Foundra that walks first-time founders through each section of a business plan. The tool matters less than writing the plan down.

Early hires deserve a clear picture. If you say "your options could be worth millions" without saying "or nothing, and you may not be able to sell for a decade," you've set a trap for both of you.

Start with your board and lead investors, since they usually have to approve a tender and often supply the buyer. Ask if they've seen it done before and what went well.

Then talk to your team. Not with a promise, but with a question: what would meaningful liquidity look like for you? Some people want a down payment. Others want to hold forever. You'll hear very different answers.

Carta publishes tender offer data, and NewView's partnership is aimed at making setup simpler. Neither replaces your lawyer, but they do show what peers have done.

Ask your adviser about valuation triggers, per-person caps, and how to vet the buyer. You don't need a final answer today. You need a direction.

• A tender offer lets employees sell part of their shares before an exit, under rules the company sets.
• Carta and NewView are partnering to make tenders easier to run, though adoption is still small.
• Tenders tripled in three years among Series C and later startups, with only 44 completed in the first half of 2026 in their dataset.
• Retention and morale are the main reasons founders run them.
• Price, dilution, signaling, and fairness are the main risks.
• Early-stage founders should prepare by keeping clean records and giving honest equity conversations.
• Always involve a startup attorney and tax adviser.

What is the difference between a tender offer and a secondary sale? A secondary sale is any sale of existing shares rather than new ones. A tender offer is a company-run version, where the company organizes the event and sets rules for everyone at once.

Do employees have to sell in a tender offer? No. Participation is voluntary, and many employees choose to hold everything.

How big is a typical tender offer? It varies a lot, and the sources here don't give a typical size. Companies often cap how much each person can sell, so the total depends on headcount and holdings.

Can former employees sell too? Sometimes. Carta's data shows about 20% of participants in 2025 were former employees, though they participate less often than current staff.

When should a startup consider its first tender? The data shows tenders clustering at Series C and later. Earlier companies can prepare by keeping clean cap table records and setting an equity philosophy.

Does a tender offer cause dilution? It depends on structure. If the buyer purchases existing shares, total share count stays the same. If new shares are issued, existing holders are diluted. Ask your attorney which applies.

1. Carta and NewView partner, hoping to entice more startups to let employees sell shares early, TechCrunch, October 23, 2026
2. Startup Tender Offers Hit Record 16K Employees in 2025, Carta Data
3. NewView Capital and Carta Announce Strategic Collaboration to Support Company-Sponsored Tender Offers
4. Tender offer volume is skyrocketing, Carta Data Newsletter