Issuer versus broker focus in private markets
Javier Avalos, co-founder and CEO of Caplight, on building synthetic derivatives of private stock
The key split is not product mechanics, it is whose problem each company is solving. Carta and Forge both help private shares change hands, but Carta starts with the issuer and the cap table, while Forge starts with the trade itself and the investor or seller trying to get a deal done. Caplight sits one layer over both, serving institutions that want exposure or hedging without directly moving the underlying shares.
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Carta and Nasdaq Private Market are issuer first products. They run tenders and liquidity programs where the company controls who can sell, who can buy, and how the cap table updates. Carta’s advantage is that it already holds the system of record, so share transfer, restrictions, and tax history are easier to manage in one workflow.
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Forge grew out of the brokered secondary market. Its core job is matching buyers and sellers of private stock, often for employees, funds, and institutions, and it pioneered forward contracts to create liquidity even when direct transfer is hard. That makes it closer to a trading venue and brokerage than to cap table infrastructure.
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Caplight calls Carta and Forge similar because all three touch private market liquidity, but the client base is different. Caplight is built for institutions managing portfolio risk, with products like calls, puts, and synthetic exposure. That makes Carta and Forge potential distribution partners as much as competitors, especially if risk tools get embedded into company or broker workflows.
Over time these lines should blur. Cap table systems will keep adding liquidity features, trading platforms will keep adding issuer tools, and institutional overlays like derivatives will plug into both. The likely end state is a stacked market, where issuer software, broker networks, and risk products each own a different part of the same private share transaction.