Carta vs Fidelity Private Shares 2026: Cap Table Costs
Carta vs Fidelity Private Shares in 2026: free tiers, quote-only paid plans, who runs your 409A, published valuation costs, and real migration risk.
The honest Carta vs Fidelity Private Shares call in 2026: choose Fidelity Private Shares if you want features that stay put as you grow and costs you can look up in advance, and choose Carta if your investors, counsel, and future fund admin already live inside it.
Start with the part that is nearly identical. Carta Launch is free for new customers with up to 25 stakeholders and up to $1 million raised Carta Pricing and Plans for Companies. Fidelity Private Shares Launch is free for companies with up to 25 stakeholders and less than $1 million raised Fidelity Private Shares Pricing and Plans. At the entry point this is a coin flip.
Most cap table software comparison pages stop there and move on to a feature grid. The better question is what each company wants from the relationship. Carta is a venture-backed platform that has monetized upward through the stack: above Launch it lists Build, Grow, and Scale, all gated behind a demo, with 409A valuations placed under Grow and fundraising plus scenario-modeling products sold separately from the core Launch plan Carta Pricing and Plans for Companies.
Carta pricing in 2026 also carries a trajectory worth reading before you sign. Its master agreement bases standard private-company fees on security-holder count, and permits renewal-term fees to increase by up to 7% above the prior term's tier pricing unless different pricing is disclosed at least 30 days in advance Carta Master Subscription Agreement. Hiring people and issuing options is the growth curve of your bill.
Fidelity Private Shares is the other shape of business: an incumbent using cap-table software as a relationship on-ramp. It sits inside Fidelity's Stock Plan Services unit, which it describes as serving nearly 800 companies with 2.8 million plan participants and more than $300 billion in plan value Introducing Fidelity Private Shares. It will also incorporate your Delaware C-corp for $400, with filing fees, a year of registered-agent service, and a free Launch subscription included Fidelity Private Shares Pricing and Plans. That is customer acquisition, priced as such.
The axis here is pricing trajectory, 409A economics, and how hard your data is to retrieve, not which dashboard is nicer. This page is for founders holding a first paid renewal quote, or incorporating now and hoping to avoid re-papering equity in eighteen months. The pros, cons, and feature table below make each tradeoff concrete.
At a glance
Strengths · weaknesses for each tool- Launch is free for new customers with up to 25 stakeholders and up to $1 million raised, which covers most pre-seed cap tables.
- 409A valuations are produced by an in-house team that Carta says delivers more than 16,000 audit-defensible valuations a year.
- Carta's founder guide states 409A valuations are included in the cap-table management subscription, so paid tiers avoid a per-valuation invoice.
- Export tooling is granular, covering reports by share class or stakeholder plus securities-ledger, formula, and historical or projected-date versions.
- Investors and law firms that already work inside Carta get a familiar diligence workflow with no onboarding ask.
- Build, Grow, and Scale all route to a demo instead of showing a public dollar price.
- Standard private-company fees are based on security-holder count, so hiring and issuing options moves you up the ladder.
- The master subscription agreement permits renewal-term fees to rise by up to 7% over the prior term's tier pricing.
- 409A sits under the Grow plan, and fundraising plus scenario-modeling products are sold separately from the core Launch plan.
- Carta's agreement disclaims any obligation to maintain or produce your data 30 days after termination.
- Launch is free for companies with up to 25 stakeholders and less than $1 million raised.
- The free tier already includes data room, board consents, scenario modeling, 83(b) generation, Rule 701 checks, and electronic securities.
- Scenario modeling is available at every subscription level rather than being gated behind an upgrade.
- Additional 409A valuations carry published flat prices of $1,229, $1,899, or $3,199 by stock-class count.
- One 409A valuation is included with the Growth and Scale plans.
- A $400 Delaware C-corporation package bundles filing fees, a year of registered-agent service, and a free Launch subscription.
- Migration in is white glove, with an onboarding team that builds the cap table from your reports and gets your approval.
- Subscription prices for Startup, Growth, and Scale are not published, only the tier names are.
- 409A valuations come from third-party partner providers rather than an in-house valuation team.
- Additional valuations are billed per valuation once you use the one included with Growth or Scale.
- Some investors and law firms are simply more familiar with Carta's day-to-day workflow.
- The software is an on-ramp into Fidelity's broader stock-plan business, which is a relationship bet you make alongside the tooling.
Feature-by-feature
What each tool ships, at the tier most founders buy| Feature | Carta | Fidelity Private Shares |
|---|---|---|
| Free tier | Yes: Launch, free up to 25 stakeholders and $1M raised New customers only | Yes: Launch, free up to 25 stakeholders and under $1M raised Includes data room, board consents, 83(b), Rule 701 |
| Published paid pricing | No: Not published Build, Grow and Scale require a demo | No: Tier names only, no subscription dollars Startup, Growth and Scale are listed without prices |
| How the price scales | Yes: Fees based on security-holder count Renewals may rise up to 7% over prior tier pricing | No: Not published Ask for the renewal escalator in writing |
| Who performs the 409A | Yes: In-house valuation team, 16,000+ per year Single vendor of record | Yes: Third-party partner providers Provider assigned by Fidelity |
| 409A included in subscription | Yes: Listed under the Grow plan Carta's guide says valuations are included in the cap-table subscription | Yes: One valuation with Growth or Scale Not included at Launch or Startup |
| Cost of an additional 409A | No: Not published | Yes: $1,229 / $1,899 / $3,199 Two or fewer, three, and four or more stock classes |
| Scenario modeling | Yes: Sold separately from the core Launch plan Bundled into higher tiers | Yes: Included at every subscription level Dilution, multiple rounds, exit waterfalls, spreadsheet export |
| Incorporation package | No: Not published | Yes: $400 Delaware C-corp package Filing fees, one year registered agent, free Launch subscription |
| Cap-table export | Yes: Reports by share class or stakeholder Summary, detailed, securities ledger, formula, historical or projected date | Yes: Spreadsheet exports of pro-forma cap tables and waterfalls |
| Data after you leave | No: No obligation to produce data 30 days post-termination Export everything before you cancel | No: Termination terms are not on the pricing page Have counsel read the data-return clause before signing |
| Who owns the company | Yes: Standalone equity-management platform Monetizes by moving you up the plan stack | Yes: Part of Fidelity Stock Plan Services Nearly 800 companies, 2.8M plan participants, $300B+ in plan value |
Verdict
Which tool wins for which jobFor most founders incorporating or renewing in 2026, Fidelity Private Shares is the better default, and Carta earns its quote only when your counterparties already sit inside it.
Pick Fidelity Private Shares if you are incorporating now or shopping a renewal quote
Fidelity Private Shares pricing publishes tier names (Launch, Startup, Growth, Scale) but not subscription dollars, so you still have to ask for a number. What you can price in advance is the part that usually surprises founders: additional 409A valuations cost $1,229 for two or fewer stock classes, $1,899 for three, and $3,199 for four or more, with one valuation included in Growth or Scale Fidelity Private Shares 409A FAQs.
The free tier is also unusually complete, covering cap-table management, equity-plan generation, data room, board consents, scenario modeling, standard reporting, 83(b) generation, Rule 701 checks, and electronic securities Fidelity Private Shares Pricing and Plans. Scenario modeling stays available at every subscription level instead of becoming an upsell Fidelity Private Shares Scenario Modeling.
Pick Carta if your investors, counsel, or fund admin already run on it
The 409A valuation provider comparison is the sharpest split between the two. Carta says an experienced in-house team delivers more than 16,000 audit-defensible 409A valuations a year, and its founder guide says valuations are included in the cap-table management subscription Carta, A Founder's Guide to the 409A Valuation. One vendor, one accountable team, no per-valuation invoice. Fidelity routes you to third-party partners instead Fidelity Private Shares 409A FAQs.
Pay the gated price when a lead investor or your law firm already works in Carta. Investors care about a clean, current, diligence-ready cap table far more than the logo on it Carta, What Is a Cap Table, but a familiar workflow removes friction at the moment you can least afford it.
Migrating after options are issued is a legal project, not a CSV import
If you are shopping for a Carta alternative cap table platform because of a renewal quote, price the exit honestly. Carta lets administrators export reports by share class or stakeholder, with summary, detailed, securities-ledger, formula, and historical or projected-date options Carta Support, How to Download a Cap Table Report. Fidelity's inbound flow asks you to send cap-table data and specified reports, then has its onboarding team build the cap table, fill in missing details, and get your approval Switch to Fidelity Private Shares.
Neither of those is the actual work. The work is reconciling signed option grants, board consents, 83(b) elections, SAFEs, and certificates against the new ledger, re-inviting every stakeholder, and paying counsel to review the result. Carta's agreement also disclaims any obligation to maintain or produce your data 30 days after termination Carta Master Subscription Agreement. Export everything before you cancel, not after.
No platform fixes a cap table that was already wrong when you migrated it. Read the cap table mistakes that surface at Series A before you spend a weekend on the switch.
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