What is 409a valuation?
A 409A valuation is used to determine the fair market value of a private company’s common stock for equity compensation, and IRS safe-harbor rules include an independent appraisal within 12 months of the grant date. [1] [20]
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Valuing private company equity is hard because there is no public market price. The good news is you can start with the company’s current 409A valuation and add a few real details—like your vesting timeline and a simple future price guess—to model different outcomes. There are also factors that can make the true value hard to know, like investor terms. We will help you learn those terms so you can ask smarter questions and get as close as possible to the best understanding.
Use this tool once you have the full set of inputs below. You will need your vesting schedule, total shares, current 409A value, and a personal future price estimate. You do not need investor term details yet. Fill in every section before clicking Simulate. If you are missing a value, click How to find.
Equity value depends on preferred terms. Most people do not have this data, but it can have a huge impact on share value once a triggering event occurs. Review the education section. You can tinker with this section, but it does not affect results yet. That feature may be added later.
Private company equity is hard to nail down. Many factors shape what you end up with in a liquidity event, so your best bet is understanding the levers that drive value. Once you have that foundation, you can talk about equity outcomes with more confidence. Most managers typically don’t know much more than you do about how it all works. The people who usually understand the details best are the controller, CFO, or the company’s lawyers who work closely with them, so it’s common for managers or HR to have limited visibility.
A 409A valuation is used to determine the fair market value of a private company’s common stock for equity compensation, and IRS safe-harbor rules include an independent appraisal within 12 months of the grant date. [1] [20]
Preferred terms decide who gets paid first in an exit. [2] [20] The same exit price can mean very different outcomes for common shareholders.
Hyper growth assumes faster revenue expansion and larger exit outcomes.
Vesting cliffs, liquidity windows, dilution, and job risk all affect expected value. Liquidation preferences, claw back provisions, and opportunity costs matter too.
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For personalized guidance on your equity package, you’ll likely need to speak with an accountant who understands private company equity.
Disclaimer: We are not tax or accounting professionals and cannot provide personalized services or advice. Figures and research here are estimates and summaries, not guarantees. Your situation is unique, so verify assumptions and outcomes with a qualified accountant before making decisions.
Citations have been added where appropriate.