Tax Withholding Estimates during Order Entry (Capital Markets)

What's new?

Sellers participating in a private market secondary transaction, such as a tender offer, on the CartaX ATS can now view their estimated tax withholdings* during the Order Entry phase. Equipped with estimated tax information, sellers who are US-based employees will be able to make a more informed decision when determining sell preferences and better anticipate their net proceeds.

How does it work?

Issuers sponsoring a tender offer or another structured transaction will provide Carta with their employees’ city, state, and/or federal jurisdictional tax rates. Carta will use the applicable tax rates to calculate their individual estimated tax withholding. 

As sellers select which of their eligible stock holdings to sell during the Order Entry period, the Proceeds Calculator on the right hand side of the screen will automatically update and calculate what their estimated net proceeds may be after fees and taxes*. 

Sellers can then click on “View tax details” (hyperlink within the red box above) to view a breakdown of the estimated tax withholdings by security type and tax jurisdiction.

Enable your employees to understand their estimated tax obligations earlier in a tender offer when placing their sell orders.

The Tax Withholding Estimates during Order Entry will: 

  • Enable sellers to see how their security elections during the Order Entry period may impact their estimated tax withholdings, and ultimately, expected net proceeds; and
  • Save Issuers time by helping to reduce the amount of questions received from sellers about their potential tax withholding obligations. 

 Reach out to Carta to get the process started

Do you want to run a tender offer or other private secondary transaction with a fully-integrated cap table experience? Reach out to Carta Liquidity’s Corporate Coverage team at company_coverage@cartacapitalmarkets.com to figure out the best path towards liquidity. 


*Note - The estimated tax withholdings is for illustrative purposes only. The withholding amount shown is only an estimate. The actual amount withheld from a seller’s proceeds may differ significantly from the amount shown. Tax withholding is not a final calculation of taxes due. A seller may have a greater or lesser tax obligation than the amount withheld by the Issuer, and the seller is responsible for determining whether and when any additional tax payments are required. 

Disclaimer: Carta, through its wholly owned broker-dealer subsidiary, Carta Capital Markets, LLC, offers a streamlined experience for executing pre-negotiated stock transfers, tender offers, and other secondary liquidity transactions. Carta Capital Markets, LLC is a member of FINRA/SIPC.

Tagging portfolio companies within firm investment view

What’s new? 

We’ve improved our investment tagging feature so you can easily categorize, filter, and view your investments by industry, geography, and more.

Investment tagging allows you to enter any custom KPI attached to your portfolio companies so you can personalize the information on the Investments tab of your fund dashboard. Plus, you can now easily view the performance of your investments based on KPI. 


How it works 

Category refers to the classification, like industry, while tag refers to the type of classification, like fintech.  

To apply a new tag, edit an existing tag, or create a new category, navigate to your Overview tab, then click Investments. Select “+” next to the investment you’d like to personalize.

To add a new category or a new tag (not already in the dropdown), click Manage All Tags & Categories.

To add a new category, select the dropdown next to Categories and click + Add New. Enter the category, and select Add new tag category. To remove a category, select the category from the drop down, and then click Delete category. 



To add a new tag within a category, enter the tag in the box labeled tag name and click Add tag. To remove a tag, select the trash can symbol next to the tag.


To edit a tag for an existing category, select the dropdown next to the tag, then select the new tag you’d like to apply to that investment.  



To add an additional tag or category to your investment (the tag and category must already exist in the dropdown), select + Add Another Tag. To delete an additional tag or category, select - to the right of the tag.  



Once your new category or tags are entered, click Submit. You will now see a more detailed view of your investments. To filter by category, select Filter, enter the filtering condition, and select Apply Filters. 

Who this effects

Anyone utilizing Carta’s fund administration, LP Portal, Portfolio Insights and free firm portfolio can access this feature. 



Communication Center (Public Markets)

What's new?

Public company administrators can now utilize the brand new Communication Center to send secure communications to stakeholders in the company’s equity plan managed on Carta. This feature allows public companies to create and send timely communications to equity plan members in bulk. Recipients can be selected by relationship type and other filters to further customize the message’s distribution list. In addition, the Communication Center dashboard allows company administrators to view sent and drafted messages, and see which stakeholders have viewed a communication. 

Examples of communications include, but are not limited to: instructions on how stakeholders can manage their equity at Carta, employee stock purchase plan (ESPP) offerings, upcoming trading windows, and updated disclosures.

How does this work?

Permissioned company administrators may access the Communication Center. Before sending any messages, company administrators should check that the company’s Stakeholder Ledger is up-to-date to ensure messages are sent to the correct individuals. At minimum, an individual’s Relationship, Contact Email, and Officer Code (if applicable) should be updated.

Once these steps are completed, company administrators can proceed to the Communication Center dashboard (found under the Employee tab of the main navigation toolbar).

Here, company administrators with Company Editor or Legal Administrator roles can compose, review, and send secure messages with or without PDF attachments. They can also filter for previously sent and drafted messages. 

When choosing who to send a communication to, the Company Editor or Legal Administrator may send bulk messages by Relationship Type (e.g., Employee, Ex-Employee, Advisor), and then also filter recipient lists by Officer Code, the employee stock purchasing plan (ESPP) an individual is a member of, or the security type(s) held by each stakeholder. 

Company administrators will have the opportunity to review the communication, save it as a draft, and reconfirm the recipients before sending the message. After sending the message, stakeholders will receive an email notification that they received the secure message. They must log in to their Carta accounts to view the message, and messages on the Carta platform may not be forwarded to an external email account.

Company administrators who can view the Communication Center dashboard can monitor which stakeholders have viewed the communication.  

Send secure messages and archive them safely in a centralized location with Carta’s Communication Center. 

The Communication Center allows public company administrators to: 

  • Craft and send secure communications with or without PDF attachments in bulk to stakeholders within their public equity plans; 
  • Easily create recipient lists by relationship type and other optional filters, removing the need to maintain multiple distribution lists manually;
  • Quickly filter recipient lists of sent communications by who has or has not viewed the communication; and
  • Review and archive communications to remain compliant with recordkeeping and reporting laws; 

Start using the Communication Center now!

Need help with the Communication Center? Refer to this support article for detailed instructions on how to manage, view, and send out your next secure message. 

SEC Rule 144 Affiliate Workflow Updates (Public Markets)

What’s new? 

Carta improved how public company administrators can manage and designate equity plan stakeholders as Rule 144 Affiliates. Designating stakeholders as Affiliates ensures that their trade orders get reviewed before execution through a separate SEC Rule 144 due diligence workflow and that those trades are properly captured for Form 144 inclusion. Company administrators can also now easily access and review a filtered list of Rule 144 Affiliates from their Company Summary page. 

The management of Rule 144 Affiliate status has been separated from the Officer Code workflow to simplify this process and to ensure trading blackout periods for stakeholders with certain Officer Code(s) will not be impacted by one’s Rule 144 Affiliate status.

How does it work?

Company administrators can update Rule 144 Affiliate status by clicking on “Manage Employees” on the Company Summary page. 

From there, administrators can click on each stakeholder’s record and view their current Rule 144 Affiliate status. Administrators can also track the Effective Date of when a stakeholder was first marked as an Affiliate without leveraging Officer Codes.

To designate an individual as a Rule 144 Affiliate, administrators can check the box within the Update Stakeholder flow:

For enhanced security, Carta put controls in place to prevent stakeholders from inadvertently being removed as an Affiliate. Please contact Carta Support to help remove a stakeholder’s Rule 144 Affiliate status.

Easily manage, review, and designate public equity plan stakeholders as Rule 144 Affiliates to ensure trading compliance via an improved workflow.

With the improved Rule 144 Affiliate workflow, company administrators can:

  • Easily manage, review, and designate equity plan stakeholders as Rule 144 Affiliates;
  • Be assured that Affiliate trades go through the proper reviews and are included on Form 144; and
  • Set blackout trading periods for certain Officer Code(s) without an impact to a stakeholder’s Rule 144 Affiliate status.

Start using the improved Rule 144 Affiliate status workflow now!

Do you want to update Rule 144 Affiliate status for individual stakeholders or in bulk? Refer to this support article for more information. 


Optional Sections in Carta Closings


What’s new?

With Optional Sections, a new feature of Carta Closings, fund managers now have the ability to further customize their LPs subscription experience.

Create an even faster closings experience for your investors. 

Our Optional Sections feature allows you to hide sections of Carta’s Standard Investor Questionnaire, such as Qualified Purchaser (QP) or Qualified Client (QC), that may not be relevant to your fund or SPV. You can also disable, make optional, or require LPs to provide their wire instructions for future distributions as part of their subscription.

How does it work? 

1. On the Closings tab, select Closings Details.  Then, scroll down to Customize Sections

2. From here, you can make your selections to hide, require, or make optional the  wiring instructions, qualified purchaser, and qualified client sections. Then click Save

How do I learn more?

To learn more about this feature, please reach out to your account manager. 

Have additional questions about Carta Closings? Check out our fund manager resource and LP support article, or request a demo.

Introducing financial reporting custom properties

What's new?

Custom properties are now available in Carta Financial Reporting. Custom properties are a simple way to classify and organize your Stock-based Compensation (SBC) Expense and Minimum Disclosures reports.

What’s important or valuable about this change? 

If a custom property field is populated for a stakeholder, there will be a column in the Tranches tab of the SBC Expense and Minimum Disclosures reports allowing users to allocate expense to individual properties. 

What do I need to do?

If custom properties are already created for individual stakeholders, users will just need to run a new reporting period in Financial Reporting to see the property columns populate. 

If the user has not yet added custom properties for stakeholders, the columns will not populate. To add custom properties, visit this support article.

How do I learn more or get help?

For additional support on this, contact 718@carta.com 

Custom Questions in Carta Closings

What’s new?

We understand the questions fund managers need answered by their LPs can vary depending on the entity. With Custom Questions, a new feature of Carta Closings, fund managers and fund attorneys now have the ability to customize their LPs subscription experience, ensuring no question goes unanswered.

If Carta’s standard Investor Questionnaire doesn’t cover everything you or your attorney needs answered by LPs while closing your fund or SPV, Custom Questions gives you the ability to easily add additional questions to our questionnaire. 

How does it work? 

1. On the Closings tab, select Closings Documents, then click Edit Appendix. 

2. You’ll be directed to a Get Started screen with two options: 

Option 1: Enter questions from scratch

If you have not previously added questions to another entity, you’ll start here. For each question added, you can designate whether the question be answered by all LPs, just individuals, or just entities.

Option 2: Copy Questions from another fund / SPV

If you have previously added questions to another entity, there’s no need to enter these questions again. Click Start copying and select which questions you’d like to copy to your current fund or SPV. 

3. Enter your question and then select how the answer should be provided by your LP (short text input, yes or no, etc.)  There’s no limit to how many questions you can add, or what you want to ask of your LPs.

4. Once your questions are entered you can  preview how they will appear in Carta’s investor questionnaire. After a final review, click Submit.

How do I learn more?

To learn more about this feature, please reach out to your account manager.

Have additional questions about Carta Closings? Check out our fund manager resource and LP support article, or request a demo.



Issuer Transaction Dashboard (Capital Markets)

What's new?

Issuers running a secondary transaction, such as a tender offer, through Carta Liquidity on the CartaX ATS can now access on demand real-time seller participation data during a live transaction via the Issuer Transaction Dashboard (“Dashboard”). 

How does it work?

Issuers can access their brokerage account online and click on their live transaction, where they will see their Dashboard. The “Participation overview” tab includes three key sections:

  • Participation breakdown: The pie chart provides a summary of the transaction’s subscription rate by Relationship type. Issuers can quickly see how close the transaction is to being fully subscribed. Relationship type is determined during the transaction’s setup period.
  • Participant engagement: The bar chart details the number of sellers who (a) have been invited to the transaction, (b) viewed the transaction, and (c) decided to participate by tendering shares.
  • Relationship summary: The table summarizes the participation level across all Relationship types. Details include the participation rate, shares tendered, and the notional value of tendered shares.

The table and charts on this page will update in real-time during the live transaction. 

The “Transaction overview” tab of the Dashboard will be accessible at the close of the offering period and provides a summary of the transaction, including a breakdown of deposits made into the Issuer’s brokerage account. Issuers will be able to access and download their Trade Confirmation and Transaction Summary reports here as well.  

 

Save time and gain real-time transaction and participation data on demand with the Issuer Transaction Dashboard

The Issuer Transaction Dashboard will: 

  • Give you real-time transaction and participation data on demand during a live transaction;
  • Provide you with full oversight and enhance your foresight over the transaction’s results related to filling a buy order; and 
  • Make it easier for you to provide your team with updates on a transaction and Relationship type level, preserving the confidentiality of individual seller activity.

Reach out to Carta to get the process started

Do you want to run a tender offer or other private secondary transaction with a fully-integrated cap table experience? Reach out to Carta Liquidity’s Corporate Coverage team at company_coverage@cartacapitalmarkets.com to figure out the best path towards liquidity. 

 

Disclaimer: Carta, through its wholly owned broker-dealer subsidiary, Carta Capital Markets, LLC, offers a streamlined experience for executing pre-negotiated stock transfers, tender offers, and other secondary liquidity transactions. Carta Capital Markets, LLC is a member of FINRA/SIPC.

In-app Management Fee Approval

Approve Management Fees in App

What's new?

You can now review and approve management fees directly from your Carta account. When it’s time to review your management fees for a select period, you will receive an email with a link, as well as a task in Carta, that will take you right to the calculations for review.


What’s important or valuable about this change?

The new feature will make it easier for you to review and approve management fees without having to email your Fund Administrator.

What do I need to do?

a) Select "Review and approve management fees" from the email sent to you by Carta (you will receive this email before the start of every quarter - contact your Fund Admin if you have any questions or concerns.




b) Or go to “Notifications” on the sidebar, under the fund you’d like to review management fees for, and click on the task that says "Review Management Fees".

 

Select Continue to progress through the workflow.

Review your quarterly management fees, and select the expand button on the table to see a breakdown of fees across investors, as well as which investors are new or have side letters.

 

If your fund admin sent a separate file with the fee schedule, you will see a link to the document that will open in a new tab

a) If the fees and the fee breakdown look correct, select "Approve Fees".

b) If the fees and/or the fee breakdown look incorrect, select “Request Changes”, specify the changes you’d like to request, and upload a supplementary document, if necessary, before submitting. 

 

If you choose to approve fees, select which transfer option best suits you

Once submitted, you will see a confirmation

 

If you have any additional questions, please contact your fund administrator or account manager. 



Introducing revamped Financial Reporting

What's new?

We launched our revamped Financial Reporting tool. The tool will now allow Carta users to apply cancellation treatments without having to upload an excel sheet.

What’s important or valuable about this change?

We made significant UI and UX improvements. Users can select, drag, and drop to apply cancellation treatments to multiple awards at once. Additionally,  users can apply cancellation treatments to all canceled awards, regardless of the reporting period run.

You will still be able to access the same information, including:

  • Award ID
  • Award type
  • Stakeholder name
  • Cancellation date
  • Cancellation treatment
  • Amendment type
  • Cancellation behavior
  • Cancellation treatment (editable directly on Carta)
  • Amendment type (editable directly on Carta)

What do I need to do?

You can access Financial Reporting directly from your Carta account. Simply go to the Compliance tab and select Financial Reporting. You can apply cancellation treatments after you’ve run a report.

How do I learn more or get help?

You can read more about cancellation treatments here or contact our support team

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