What is a 409A valuation? What every founder should know

A 409A valuation is a formal appraisal of a private company’s common stock by an independent party to establish fair market value for equity compensation. The resulting per-share price sets the minimum exercise price for stock options granted to employees, contractors, and advisors, as required under Section 409A of the Internal Revenue Code.

The regulation emerged after several early 2000s accounting scandals, including Enron, where executives manipulated option backdating to enrich themselves at shareholders’ expense. Enacted by Congress in 2004, Section 409A prevents companies from issuing options at artificially low prices by requiring they be set at or above fair market value on the grant date.

A qualified appraiser determines this value by analyzing the company’s financial position, market conditions, and recent transactions. The valuation applies to common stock (distinct from the preferred shares bought by VCs), sets the strike price for option grants, and remains valid for up to 12 months unless a material event occurs. Companies that fail to obtain proper valuations risk exposing employees to immediate taxation plus a 20% federal penalty.

A proper 409A valuation provides companies with safe harbor protection from the Internal Revenue Service, meaning the agency will presume the option pricing is reasonable unless clear evidence suggests otherwise. This presumption shields both the company and its employees from challenges to the stock option pricing, provided the valuation was performed by a qualified independent appraiser using accepted methodologies. Without this safe harbor, companies bear the burden of proving their option prices reflect fair market value if questioned during an audit.

The financial consequences of non-compliance fall primarily on employees who receive underpriced options. If the IRS determines options were granted below fair market value without a valid 409A valuation, employees face immediate income recognition on the discount amount, even if they have not exercised their options. They must pay regular income tax on this phantom income plus an additional 20% excise tax penalty. Interest and underpayment penalties can push the total tax burden above 45% of the discount value. An employee who received options with a $10,000 discount could owe $4,500 or more in unexpected taxes without receiving any actual cash from the transaction.

Beyond regulatory compliance, accurate valuations build credibility with employees and investors. Workers accept equity compensation partly because they believe it represents real value tied to company performance. A defensible valuation process demonstrates that management takes this trust seriously and prices options fairly. Similarly, investors expect portfolio companies to handle equity compensation professionally, as sloppy practices can create liability and signal poor governance.

The valuations also support financial reporting requirements under generally accepted accounting principles. Companies must record stock-based compensation expenses based on the fair value of options granted, which is derived from the 409A valuation price. This expense appears on income statements and affects metrics that investors track, making accurate valuations essential for transparent financial reporting.

Companies must obtain a new 409A valuation at least once every 12 months to maintain safe harbor protection. This requirement applies regardless of company changes or market conditions. A valuation performed in January expires the following January, requiring a refresh even if the business remains largely unchanged. Most startups schedule these updates as recurring calendar items to avoid inadvertently granting options with expired valuations.

Material events trigger the need for updated valuations before the 12-month mark. A Series A funding round that values the company at $50 million invalidates a 6-month-old valuation based on a $10 million seed round. Other triggering events include secondary sales of company stock, acquisitions that significantly alter the business, major customer wins or losses that substantially affect revenue projections, and regulatory approvals for key products. The test is whether a reasonable person would consider the event significant enough to affect the company's value.

Early-stage companies need their first 409A valuation before granting any stock options, even if they have minimal revenue or operations. A startup incorporated in January that plans to grant founder options in February needs a valuation first. After this initial valuation, the company follows the standard 12-month cycle unless material events intervene. Pre-revenue companies often see minimal changes between annual valuations, while rapidly scaling businesses may need quarterly updates due to frequent funding rounds.

Planning for valuations requires lead time. The process typically takes two to four weeks from initiation to final report. Companies preparing for a funding round should obtain a new valuation shortly after closing to lock in the safe harbor at the new value. Similarly, boards planning to approve option grants at quarterly meetings need valuations completed beforehand to avoid delays in compensation decisions.

Independent third-party appraisers or valuation firms typically conduct 409A valuations to ensure objectivity and credibility with the IRS. These professionals hold credentials such as Chartered Financial Analyst designations or Accredited Senior Appraiser certifications from the American Society of Appraisers. Their expertise and familiarity with IRS requirements helps companies achieve safe harbor protection. The appraiser's independence matters because the IRS gives less deference to valuations performed by parties with financial interests in the outcome.

The valuation provider must have no stake in the company's equity or compensation decisions. So this excludes company executives, board members, and significant shareholders from performing valuations that qualify for safe harbor. While companies can theoretically perform internal valuations using reasonable methods, these lack the presumption of validity that comes with independent appraisals. Most companies hire outside professionals who can defend their methodologies if challenged.

Three main categories of providers dominate the market:

• Specialized 409A valuation firms focus exclusively on private company valuations and often provide the most cost-effective option for straightforward engagements.
• Large accounting firms offer 409A services alongside audit and tax work, though their prices typically run higher.
• Cap table management platforms like Carta and Shareworks integrate 409A services into their software offerings, simplifying data transfer and ongoing compliance tracking.

Companies choose among these options based on complexity, budget, and existing vendor relationships. A startup with international subsidiaries and revenue-based earnouts might need a Big Four firm's expertise, while a straightforward software company could use a platform provider. Industry specialization also matters, as valuers familiar with biotech companies understand clinical trial risks differently than those focused on consumer products. The provider's track record with companies at similar stages influences the choice.

Costs vary significantly based on company stage and complexity. A seed-stage startup with a simple capital structure might pay $1,000 to $3,000 for a valuation from a specialized firm or platform provider. A late-stage company with multiple share classes, extensive operations, and complex financial projections could pay $10,000 to $25,000 for a Big Four accounting firm's services. Turnaround times range from one week for platform-based valuations to six weeks for complex engagements during busy periods, making advance planning essential for companies anticipating option grants.

The 409A valuation process follows a structured sequence from initial data collection through final report delivery. Each phase requires careful attention to detail and coordination between the company and the valuation provider to ensure an accurate, defensible outcome.

Data gathering

The valuation process begins with the company compiling financial and operational data for the appraiser's review. This includes historical financial statements, management-prepared projections for at least three years, and a current capitalization table showing all outstanding securities. Companies also provide information about their business model, target market, competitive position, and recent developments such as customer wins or product launches. The quality and completeness of this data package directly affect accuracy and the time required to complete the valuation.

Analysis by appraiser

Analysts examine the submitted materials and conduct additional research on the company's industry and comparable businesses. They typically schedule calls with management to discuss growth assumptions, market dynamics, and strategic plans that might not appear in written documents. The appraiser reviews recent financing documents to understand investor rights and preferences that affect value allocation between share classes. This phase often involves follow-up questions as the analyst builds a complete picture of the company's position and prospects.

Method application

The appraiser applies one or more recognized valuation approaches to determine the company's enterprise value and allocate it among different equity classes. For revenue-generating companies, they might use discounted cash flow analysis to project and value future earnings. For pre-revenue startups, they often rely on the most recent financing round price and apply option pricing models to derive common stock value from preferred stock prices. Market multiples from comparable public companies or acquisitions provide additional reference points when available data supports these comparisons.

Draft and review

The valuation firm prepares a draft report documenting its methodology, assumptions, and conclusions about the fair market value per common share. Companies receive this draft for review and can raise questions about data interpretation or flag any errors in the underlying information. This review process allows for corrections without compromising the appraiser's independence. Management might clarify why certain projections were made or correct misunderstandings about the business model, but they cannot simply request a different valuation outcome without substantive justification.

Final report

After addressing any legitimate concerns from the draft review, the appraiser issues a final 409A valuation report that becomes the official documentation for option pricing. This report typically runs 30 to 50 pages and includes detailed explanations of the methodologies used, key assumptions made, and sensitivity analyses showing how different inputs affect the outcome. The concluded value per common share becomes the minimum option exercise price for grants made before the next valuation. Companies should store this report securely, as it’s the primary defense against any IRS challenges to their option pricing.

Professional appraisers employ established valuation methodologies recognized by the IRS and the financial industry to determine fair market value. The choice of method depends on the company's stage, available data, and capital structure complexity, with most valuations combining multiple approaches to arrive at a well-supported conclusion.

Income approach

The income approach projects a company's future cash flows and discounts them to present value using a risk-adjusted rate of return. This method works best for companies with predictable revenue and a track record of financial performance that supports reasonable projections. Appraisers typically build a discounted cash flow model using management's forecasts, then apply a discount rate that reflects the company's risk profile, industry volatility, and stage of development. The resulting enterprise value represents what a hypothetical buyer would pay today for the company's expected future cash generation.

Market approach

The market approach derives value from actual transactions involving similar companies or from trading multiples of comparable public companies. For startups that recently raised capital, the price paid by investors provides direct market evidence of value, though adjustments are needed to account for differences between preferred and common stock. Appraisers also examine acquisition prices for similar businesses and revenue or EBITDA multiples from public companies in the same industry. This method requires careful selection of truly comparable companies and appropriate adjustments for size, growth rates, and risk differences.

Asset-based approach

The asset-based approach values a company by calculating the difference between its assets and liabilities at fair market value rather than book value. This method rarely applies to technology startups or service businesses since their value lies in intangible assets like intellectual property and customer relationships that do not appear on balance sheets. Companies with substantial tangible assets, real estate holdings, or natural resources might see this approach used, particularly if they are not yet generating significant cash flows. Most venture-backed startups will not encounter this method in their 409A valuations.

Option pricing method (OPM)

The option pricing method treats each class of equity as a call option on the company's total value, with exercise prices based on liquidation preferences and participation rights. This sophisticated approach uses the Black-Scholes formula or similar models to allocate enterprise value among preferred stock, common stock, and other securities based on their economic rights. For example, if preferred stock has a $10 million liquidation preference, common stock only has value in scenarios where the company sells for more than $10 million. The OPM explicitly models these breakpoints and probabilities to determine how much of today's company value belongs to common shareholders.

Backsolve method

The backsolve method infers total company value from a recent arm's length transaction, typically a venture financing round, then uses the option pricing method to allocate value to common stock. If investors just paid $5 per share for preferred stock with specific rights, the appraiser can work backward to determine what total company value would result in that $5 price given the preferred stock's terms. This total value then flows through the OPM to calculate common stock value. This approach provides strong market evidence since it relies on actual prices paid by sophisticated investors, though it requires a recent transaction to be reliable.

Discount for lack of marketability

After determining initial value through the above methods, appraisers apply a discount for lack of marketability to reflect that private company shares cannot be easily sold. Public company shares can be sold immediately on stock exchanges, while private shares might take years to become liquid through an acquisition or IPO. This illiquidity reduces value by typically 20% to 35% for common stock, though the exact discount depends on the company's prospects for a near-term exit and the presence of any secondary market activity. The DLOM represents a major reason why 409A valuations price common stock significantly below preferred stock prices from recent financing rounds.

The distinction between a 409A valuation and the headline valuation from a funding round confuses many founders who wonder why their common stock is worth so much less than the price venture capitalists just paid. These two numbers serve different purposes and reflect different economic rights, making direct comparison misleading even though they describe the same company at the same point in time.

Venture capital valuations represent the price investors pay for preferred stock multiplied by the fully diluted share count. When a startup raises $10 million at a $50 million post-money valuation, investors are paying $5 per share for preferred stock that comes with liquidation preferences, anti-dilution protection, board seats, and other rights that make it more valuable than common stock. This headline number assumes all shares are worth the same as the preferred shares just purchased, which overstates the value of common stock that lacks these protections.

Common stock sits at the bottom of the liquidation waterfall, meaning preferred stockholders get paid first in any sale or liquidation event. If a company with $20 million in liquidation preferences sells for $15 million, common stockholders receive nothing despite owning a percentage of the company. This structural subordination means common stock only has significant value in scenarios where the company sells for substantially more than the liquidation preference stack. The 409A valuation captures this reality by modeling various exit scenarios and probability-weighting the outcomes.

The illiquidity discount further widens the gap between preferred and common stock values. Venture investors are sophisticated parties who negotiated specific rights and have some influence over exit timing through board representation. Common stockholders, particularly employees, cannot easily sell their shares and have no control over when or how the company pursues liquidity events. A 409A valuation might reasonably conclude that common stock is worth $1.50 per share when preferred stock just sold for $5, reflecting both the structural subordination and marketability differences.

These valuation differences serve important functions in the startup ecosystem. The lower 409A value allows companies to grant stock options with affordable exercise prices that provide meaningful upside for employees. The preferred stock price gives investors appropriate returns for their risk capital and preferred rights. Understanding this distinction helps founders communicate with employees about equity compensation and avoid confusion when the 409A valuation appears disconnected from startup fundraising valuations. The 409A number is not a judgment on company potential but rather a tax compliance figure that reflects the economic reality of common stock ownership.

Thorough preparation streamlines the valuation process and helps ensure accurate results that withstand scrutiny. Companies should organize their documentation and assign clear responsibilities before engaging a valuation provider to avoid delays and reduce the back-and-forth that can extend timelines.

Financial statements

Companies need current financial statements, including balance sheets, income statements, and cash flow statements, for at least the past two years or since inception for younger companies. These documents do not need to be audited, but they should reconcile to the company's books and reflect any recent adjustments or corrections. Management should also prepare detailed financial projections covering at least three years forward, with clear assumptions about growth rates, margin expansion, and capital requirements. The projections should be realistic rather than aspirational, as overly aggressive forecasts can lead to inflated valuations that become difficult to defend.

Cap table details

A complete capitalization table must show all outstanding equity securities, including common stock, preferred stock, stock options, warrants, and any convertible instruments like SAFEs or convertible notes. Each security type needs documentation of its terms, including exercise prices, vesting schedules, and any special rights or preferences. The cap table should reconcile to the company's stock ledger and include enough detail for the appraiser to model different liquidation scenarios. Any recent changes, such as option exercises, repurchases, or new grants, should be reflected.

Company background

The appraiser needs context about the business model, target market, competitive position, and growth strategy to understand what drives company value. This includes product descriptions, customer profiles, market size estimates, and competitive advantages that differentiate the company. Revenue concentration among major customers, recurring versus one-time revenue splits, and customer acquisition costs help the appraiser assess business quality and risk. Any significant intellectual property, regulatory approvals, or strategic partnerships should be documented as these affect company value and competitive moat.

Recent developments

Material events since the last valuation or financial statements require disclosure to ensure the valuation reflects current circumstances. This includes signed term sheets for new financing, major customer wins or losses, key hires or departures, product launches, or regulatory changes affecting the business. Even preliminary discussions about potential acquisitions or financing rounds should be mentioned, as they provide context for value expectations. The appraiser needs to understand whether the company is trending above or below its projections and whether any fundamental changes have occurred in the business or market.

Point of contact

Designating a single point of contact, typically the CFO or finance lead, prevents confusion and ensures consistent communication with the valuation provider. This person should have authority to make decisions about data sharing and access to senior management for any questions that arise. They need dedicated time during the valuation period to respond quickly to appraiser questions, as delays in providing requested information can extend the timeline. The point person should also coordinate internal review of the draft valuation and consolidate feedback rather than having multiple stakeholders communicate directly with the appraiser.

The 409A report contains detailed documentation of methodologies, assumptions, and calculations that support the final price per share. Companies should review the executive summary for the fair market value and valuation date, then examine which valuation approaches were used and why. Key assumptions about discount rates, revenue projections, and marketability discounts directly influence the final value.

Comparing new valuations to previous ones reveals whether results align with company performance. Common stock typically values at 20% to 40% of preferred stock prices for early-stage companies, rising to 50% to 70% as businesses mature. Significant deviations from these patterns warrant discussion with the appraiser.

Different appraisers can reach moderately different conclusions given the judgment required in selecting methodologies. A 10% to 20% variation between providers would not be unusual. Companies should maintain complete documentation including the full report and supporting data for potential IRS questions or investor due diligence.

The 409A valuation represents a tax compliance calculation, not a prediction of exit value or company potential. Low common stock values relative to preferred stock reflect liquidation preferences and marketability differences, not business quality judgments. Founders should treat these valuations as regulatory tools for pricing options rather than performance report cards.

Selecting the right valuation provider affects both the quality of the valuation and the efficiency of the process. Companies should evaluate providers based on their expertise, credentials, pricing, and ability to meet timing requirements while maintaining the independence necessary for safe harbor protection.

Experience and credentials

The provider should demonstrate experience valuing companies at similar stages and in related industries. Look for firms whose professionals hold recognized credentials like Chartered Financial Analyst designations or Accredited Senior Appraiser certifications from the American Society of Appraisers. These qualifications indicate formal training in valuation methodologies and ongoing professional education. Providers should readily share examples of their experience with companies facing similar valuation challenges, such as complex capital structures or limited financial history.

Safe harbor compliance

The provider must follow accepted valuation methods and deliver reports that meet IRS documentation standards for safe harbor protection. Established firms typically have standardized processes that incorporate all required elements and withstand audit scrutiny. Ask potential providers about their experience defending valuations during IRS examinations or financial statement audits. Their methodology section should clearly explain their approach and provide sufficient detail for a third party to understand how they reached their conclusions.

Cost considerations

Valuation costs vary widely based on company complexity and provider type. Early-stage startups with simple structures typically pay $1,000 to $5,000 for specialized firms or platform providers. Late-stage companies with multiple subsidiaries, earnout provisions, or complex securities might pay $10,000 to $25,000 for Big Four accounting firms. Consider whether paying premium prices provides meaningful additional value or if a competent mid-tier provider meets your needs equally well.

Turnaround time

Standard valuations take two to four weeks from engagement to final report, though some providers offer expedited service for additional fees. Platform-based providers often deliver within one week for straightforward valuations. Complex engagements during busy seasons like calendar year-end can extend to six weeks. Companies should plan backward from option grant dates and board meetings to ensure valuations are complete when needed.

Platform integration

Cap table management platforms like Carta and Shareworks offer 409A services that simplify data sharing and ongoing compliance. These providers already have access to your cap table and can automatically update valuations in their systems. However, convenience should not override quality considerations. You’ll want to evaluate the valuation team's qualifications regardless of the platform's technology capabilities.

Recommendations

Seek input from other CFOs or finance leaders at similar-stage companies about their valuation provider experiences. Investors on your board likely have portfolio companies using various providers and can share perspectives on quality and reliability. Industry-specific expertise matters particularly for sectors with unique valuation challenges like biotech or hardware. A provider familiar with your business model will ask better questions and make more appropriate assumptions than one learning your industry during the engagement.

Funding rounds, tender offers, and secondary sales represent material events that typically require updated 409A valuations, affecting the strike price for future option grants while existing grants retain their original exercise prices. A Series A or B round that significantly increases the company's valuation will trigger a new 409A assessment, usually raising the common stock fair market value proportionally (though not identically) to the preferred stock price increase. Secondary transactions where employees or early investors sell shares provide direct market evidence of value that appraisers must consider in their analysis.

The timing of these updates matters critically for option pricing. Grants approved before the board formally adopts a new 409A valuation use the previous fair market value, while grants approved after adoption use the updated price. This creates windows where employees joining immediately before or after a valuation update face different exercise prices for the same number of options. Prospective employees negotiating offers should ask about pending financings and expected 409A updates, as joining two weeks earlier or later might substantially affect their equity compensation economics. Companies typically update valuations within 30 to 60 days after closing a financing round.

Failing to obtain proper 409A valuations or issuing options below fair market value creates severe consequences that fall primarily on employees but also damage the company. These penalties can turn equity compensation into unexpected tax liabilities that destroy morale and create legal complications.

Tax penalties

Employees who receive options priced below fair market value face immediate taxation on the discount amount, even if they have not exercised their options or received any cash. The IRS treats the underpriced option as current income rather than potential future gain. An employee with options to buy 10,000 shares at $1 when fair market value was $3 must recognize $20,000 in taxable income immediately. They owe regular income tax on this phantom income plus an additional 20 percent federal excise tax specifically for 409A violations. State taxes and interest charges can push the total burden above 45 percent of the discount value.

Company liability

While tax penalties technically fall on employees, companies face significant indirect costs from 409A failures. Employees hit with unexpected tax bills often demand the company make them whole through cash payments or additional equity grants. These remediation costs can reach millions of dollars for companies with many affected employees. The company's reputation as an employer suffers when word spreads that equity compensation created tax problems rather than wealth. Key employees may leave rather than exercise options that carry tax liability, undermining retention goals that startup equity compensation was meant to achieve.

Legal risks

Non-compliance invites IRS scrutiny that can expand into broader examinations of the company's tax practices and compensation structures. The agency may investigate whether failures were systematic or intentional, potentially leading to additional penalties. Companies face potential lawsuits from employees who suffered tax consequences, particularly if the board failed to obtain required valuations despite fiduciary duties. During acquisition due diligence, 409A problems often surface as material liabilities that reduce purchase prices or derail deals entirely. Some buyers will just walk away rather than inherit the compliance mess and ongoing remediation obligations.

Following established best practices for 409A valuations helps companies maintain compliance, avoid costly mistakes, and build trust with employees and investors. These strategies streamline the valuation process and create documentation trails that protect against future challenges.

Plan ahead

Schedule valuations well before option grants or expiration dates to avoid rushed decisions or delayed compensation. Mark valuation expiration dates on compliance calendars with two-month advance warnings. If planning a financing round, arrange for a new valuation immediately after closing to lock in safe harbor at the new value. Build valuation costs into annual budgets rather than treating them as unexpected expenses.

Keep documentation

Maintain complete records of all valuation reports, supporting data provided to appraisers, and board resolutions approving option grants. Create a centralized repository accessible to finance and legal teams but protected from unauthorized access. Document the rationale for any assumptions or projections that might seem aggressive or conservative in hindsight. Save all correspondence with valuers about methodology choices or data clarifications for future reference.

Don't game the system

Resist pressure to manipulate inputs or cherry-pick providers to achieve artificially low valuations. While lower strike prices benefit employees initially, unreasonably low valuations risk IRS challenges that could retroactively harm those same employees. Focus on obtaining defensible valuations rather than optimal ones. Remember that sophisticated investors in future rounds will review past valuations and question suspicious patterns.

Consult advisors

Engage legal counsel familiar with equity compensation to review valuation reports and identify potential issues. Tax advisors can explain implications for both the company and employees, particularly for complex situations involving international staff. Board members with relevant experience can provide perspectives on whether valuations seem reasonable compared to portfolio companies. These consultations cost far less than fixing problems discovered later.

Stay informed

Monitor regulatory developments and IRS guidance that might affect valuation requirements or methodologies. Subscribe to alerts from law firms or valuation providers about 409A updates. Attend webinars or conference sessions on equity compensation trends and compliance. Changes in tax law or enforcement priorities can shift best practices, making ongoing education valuable.

Employee communication

Explain to employees that option strike prices come from independent valuations required by tax law, not arbitrary management decisions. Share high-level information about the valuation process without disclosing confidential details. When valuations increase, frame this as positive progress while acknowledging it raises exercise prices for new grants. Clear communication prevents misunderstandings and builds confidence in the equity program.

Review and reflect

After each valuation, discuss the results with the board and senior management to understand what drove changes. Compare actual performance to the projections used in prior valuations to improve forecasting accuracy. Consider whether the valuation methods used remain appropriate as the company matures. These reviews provide useful context for future valuations and strategic decisions about equity compensation.

It's important to nail the essential components of 409A valuations, from their legal requirements to practical implementation. Understanding everything, including the valuation process, appraisal methods, timing requirements, provider selection, and best practices for maintaining compliance, will help you avoid severe tax penalties that can destroy employee equity compensation programs.

Proper 409A valuations protect companies and employees from transforming valuable stock options into unexpected tax liabilities. Regular independent valuations provide IRS safe harbor protection, while thorough documentation ensures smooth operations as companies scale. The complexities of valuation methodologies and marketability discounts reflect economic realities that founders must navigate.

As startups manage these compliance requirements alongside rapid growth, having the right financial infrastructure becomes critical. Brex's integrated platform combines corporate cards, startup banking, spend management software, and accounting automation to give finance teams real-time visibility into their company's financial position. This consolidated view simplifies the data gathering required for 409A valuations while ensuring accurate financial statements and projections that appraisers need. The automated expense reporting and tracking features save countless hours during valuation preparation, allowing founders and finance leaders to focus on strategic decisions rather than manual data compilation.

Sign up for a Brex card today to streamline your financial operations and build the foundation for seamless 409A compliance as your startup scales.