Carta's tender offer guidance mixes a rule with its own advice

The record

Carta, a cap-table administration platform, publishes its own practical guidance on running employee tender offers. Its page Tender offers, authored by the Carta Team and dated 15 December 2023, walks through deciding who buys shares, setting a transaction price, setting eligibility, and weighing the tax and 409A consequences of a private secondary sale. Carta's own disclosure on the page states the post is general information only and that Carta is not, by means of the publication, rendering legal, tax or other professional advice. This reflects the page as retrieved via web archive on 16 September 2026, the live page having changed since.

What the sources establish

Carta's page states that under SEC rules and the Securities Exchange Act of 1934, a tender offer must remain open for a 20-business-day window so sellers can evaluate the offer. That specific figure is not merely Carta's house practice: the SEC's own rule at 17 CFR 240.14e-1 independently states an issuer may not hold a tender offer open for less than 20 business days from first publication. Everything else on Carta's page, including its suggestion to price a share buyback near the last primary round and its description of eligibility criteria such as a minimum post-exercise holding period, is presented as Carta's own practical recommendation rather than as a rule any regulator requires.

Scope and revision

Carta's guidance distinguishes a share buyback, where the company itself repurchases stock, from a third-party tender offer, where outside investors buy shares from existing holders, and it states a transaction can become compensatory, taxed as ordinary income rather than capital gains, depending on who is invited to sell. None of this is Carta stating a legal minimum beyond the 20-business-day window; the page repeatedly frames pricing, eligibility and structuring choices as considerations a company should discuss with its own tax advisors and auditors, not as fixed requirements.

The decision in front of you

This is editorial: an employee or founder reading Carta's guidance should treat the 20-business-day figure as a binding SEC minimum and treat the rest, pricing approach, eligibility design, timing relative to a 409A valuation, as one platform's recommended practice among several workable structures, not as the only lawful way to run a tender offer.

• Does the specific claim in question rest on the SEC's 20-business-day rule, or on Carta's own recommended practice?
• Who is eligible to sell in this tender offer, and does that eligibility design affect whether the transaction is compensatory?
• Has the company assessed the transaction's likely effect on its next 409A valuation before setting the offer price?

A vendor's how-to guide and a federal securities rule can sit on the same page without being the same kind of authority; only one of them binds a company regardless of what the guide recommends.