Shared Pools, Multi-Class Equity Pools & Non-Dilutive Equity Pools

We've made meaningful upgrades to how Carta handles equity pools, unlocking support for the complex structures common in PE-backed and LLC cap tables.

What's new

Many Management Incentive Plans (MIPs) issue multiple types of awards: Profits Interest Units in one share class, phantom units or cash-settled awards in another, all drawing from a single authorized pool. Previously, Carta assumed one share class per equity pool and treated every award and available units as dilutive. That meant cap tables with these structures couldn't be fully represented on the platform.

Umbrella equity pools. You can now set up a single parent pool that spans multiple share classes, with per-class sub-pools carved underneath. Issuing or terminating awards in one class has no effect on another.

Non-dilutive equity pools. Previously, any units reserved in a pool were counted as dilutive from the moment the pool was created. Now, a pool's available units can be marked non-dilutive, which means phantom plans work correctly on the cap table. When dilutive securities are issued from a non-dilutive pool, they become dilutive at the point of issuance, not at pool creation.

Flexible sub-pools. Sub-pools don't require a fixed reserved quantity. A sub-pool can draw from whatever headroom remains in the parent pool, which is the right behavior for LLC MIPs and UK master schemes like EMI and CSOP. Sub-pools can also have their own PTEP settings and documents, overriding the parent, and can be terminated independently.

Dilutive, decoupled from plan. We also renamed "Issued from plan" to "Dilutive" when issuing phantom or cash-settled awards. It's no longer tied to selecting a plan so you can mark an award dilutive or non-dilutive on its own, which matches how these awards actually work in practice (they don't need to be issued from a plan to count toward fully dilutive shares).

Why it matters

These structures are the norm for PE/LLC cap tables, not the exception. This update removes one of the last major gaps for companies upgrading to Carta's full cap table platform.

Getting access

These features are available on request — contact your Carta account team to have them enabled for your account.

What's next

We're continuing to expand non-dilutive securities support more broadly, and rolling this out to UK and international companies in partnership with our delivery teams. These features are being released gradually.