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409A Valuation Estimator

Quick fair-market-value sanity check for common stock.

Uses a stage-based common-stock discount applied to the last preferred. This is a rough sanity check — not a substitute for a real 409A from a qualified appraiser.

Estimated common FMV
$8,000,000
post-discount
Common discount applied
60%
Common per share
$0.8000
Preferred per share
$2.0000

What this means

Your option strike price for new grants should be at or above the common FMV per share to avoid 409A penalties. A formal 409A is valid for 12 months or until a material event.

For employees

What this 409A means for your options

Plug in your grant to see your paper spread, exercise cost, and tax warning signs.

Full decoder →
Exercise cost (all shares)
$5,000
cash you'd pay the company
Spread per share
$0.3000
409A − strike
Paper spread (all shares)
$3,000
ISO bargain element — AMT risk
Value at 409A (all shares)
$8,000
not what you can sell for
Heads up: your strike is below the current 409A. If you exercise ISOs, the $3,000 spread is treated as AMT income — you could owe tax even though you haven't sold anything. Run the ISO/AMT calculator.
AI explainer

Ask anything about your result

The math above is deterministic. AI explains what it means — it never recalculates the numbers.

About

Get a rough fair-market-value estimate for your common stock based on your last preferred round and company stage. Useful for sanity-checking option strike prices before commissioning a formal 409A from a qualified appraiser.

How it works

  1. 01Enter the post-money valuation of your most recent preferred round and total fully-diluted shares.
  2. 02We apply a stage-based common-stock discount (75% pre-seed → 15% late stage).
  3. 03Result is an estimated common per-share FMV — the floor for new option strikes.

Examples

Seed company at $20M post

A seed-stage company that raised at $20M post with 10M shares has a preferred PPS of $2.00. With a ~60% discount, the common FMV lands near $0.80/share — that's the minimum strike for new grants.

Series A at $80M

A Series A at $80M with 12M shares has preferred at ~$6.67. At ~45% discount, common FMV is ~$3.67. Option grants below this strike create 409A penalties.

FAQ

Does this replace a real 409A valuation?+
No. A formal 409A is a written report from a qualified appraiser, valid for 12 months or until a material event. The IRS gives safe harbor only with a real 409A — this tool is for sanity checking.
How often do I need a new 409A?+
At minimum every 12 months. You also need a new one after a priced round, secondary tender, term sheet, or material business change.
What's a 'material event'?+
A new priced round, acquisition offer, termination of a major customer, large layoff, or pivot. When in doubt, refresh the valuation.
Why is common worth less than preferred?+
Preferred has a liquidation preference, dividends, and protective rights. Common gets paid last in a sale. The discount captures that risk and lack of marketability.

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