Check your tender cap against the 20% median before you sign

You have a tender offer in front of you, and the tempting line is that you can sell vested equity. The cap decides how much of that equity you can actually sell. Before signing, run the three-line check on inclusion, sale cap, and market band.

The market norm is your first benchmark

NewView Capital and Carta analyzed more than 550 tender offers from the first half of 2021 through the first half of 2026. That sample is large enough to show what a typical company does when it lets shareholders sell shares in a tender. The count is rising at later-stage companies, but do not assume your company will run one. Series C and later companies saw tender counts jump from 14 in the first half of 2023 to 44 completed tenders in the first half of 2026, a more-than-threefold rise over three years.

The cap controls the payout, not your ownership

A cap is the ceiling on the shares you can sell in the tender. It does not change your ownership, vesting, or future upside; it changes how much of your current position you can convert to cash. A tender can be framed as a win while the cap quietly limits the payout. The offer letter should say whether the cap is a percentage or a dollar amount. If it is a dollar amount, convert it to shares before comparing it to the percentage band. If the letter is vague, ask for the calculation in writing.

Exclusion means you cannot sell even if you have vested shares. A low cap limits the size of your sale; exclusion removes the sale. The median tells you the typical level, and the band tells you the range where companies are making a normal choice. A cap inside the band is not automatically good; a cap outside the band is not automatically bad. It is a signal to ask for the reason.

Run the three-line check before you sign

Keep this list with your offer letter. Each line is a yes/no question you can answer quickly, and each one tells you whether your deal is inside the market norm.

• Confirm employees are included; in the NewView-Carta dataset, they were included in 91% of tenders, more than any other shareholder group.
• Find the maximum percentage of vested equity you may sell, and note whether the cap applies to stock, options, or both.
• Compare that cap to the 20% median and the 15%-40% band; if it is below the median or outside the band, flag it.

The first line catches exclusion, which is a warning, not a minor detail. The second line catches a cap that looks generous but shrinks when it applies only to one type of award. The third line gives you the benchmark where you stop assuming your company is being generous. If any line fails, ask the company to explain it before you sign.

A low cap is a question, not a verdict

Exclusion calls for a direct question: can the company include employees at all? A cap below the median is a reason to ask whether the board can raise it for long-tenured employees or a smaller group. If the cap applies only to vested stock, ask whether vested options are treated the same way. If the answer is no, you still have a decision: take the liquidity you can get, or wait for a later tender, a secondary sale, or an exit.

Carta and NewView Capital also formed a partnership to make startup tenders easier to run. Hightouch, a seven-year-old marketing customization startup, completed a NewView-facilitated tender at a $1.3 billion valuation last year. Easier mechanics do not mean a better cap. If the company will not raise the cap, decide whether the cash is worth the trade, and put the reason in writing.