How to be an Angel Investor

409A Valuations for VCs

A 409A valuation is different from a pre-money or post-money valuation but can still impact how an investor evaluates a startup.
November 11, 2021
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  • A 409A valuation is the fair market value of the common stock of a private company as valued by a third-party appraiser. 
  • Startups need 409A valuations to grant employee’s stock options on a tax-free basis.
  • The 409A valuation establishes the base price of a company’s common stock—which informs the price at which employees can exercise their stock options.
  • The key difference between 409A valuations and valuations in a financing round is that 409A valuations aren’t based on market demand.

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Throughout the lifetime of a startup, there are (at least) two different valuations founders should keep in mind. First, there’s the value that interested investors place on the company in connection with a financing round. Second, there’s the 409A valuation from an independent third party that the founder will need when granting stock options to employees.

The company’s pre-money or post-money valuation is negotiated between founders and investors every time the company seeks to raise a new round of financing. A 409A valuation instead relies on a third-party appraiser to determine the fair market value of the company.

The 409A valuation and pre/post-money valuation affect each other in a handful of important ways that VCs should understand. In this guide, we’ll break down what investors need to know about 409A valuations, including why they matter, how they’re determined, and their similarities and differences with pre/post-money valuations.

What is a 409A Valuation?

A 409A valuation is an appraisal of the fair market value (FMV) of the common stock of a private company by an independent third party. Startups typically pay for these assessments and then use the findings to inform the price at which employees can purchase shares of the company’s common stock. Common stock is the portion of a company’s stock reserved for employees and the founders. 

Why Do Startups Need a 409A Valuation?

Private companies need a 409A valuation to offer equity to employees (often a valuable recruiting tool) on a tax-free basis. 

The term “409A valuation” comes from Section 409A of the U.S. tax code, which regulates non-qualified deferred compensation plans (e.g., stock options). The regulation requires private companies to specify an exercise price (i.e., the price at which employees can purchase shares of their common stock once the shares have vested) of their stock that “may never be less than the FMV of the underlying stock on the date the stock right is granted.”

A 409A valuation is needed because the value of a private company’s common stock isn’t readily available because it’s not listed on a public stock exchange.

The IRS has issued regulations that require a “reasonable method” of determining FMV at the time of grant. Using an independent third party to determine the FMV of a company’s common stock every 12 months is one way the company can ensure the value of the stock is presumed to be “reasonable” by the IRS. A reasonable valuation method establishes what the IRS calls a “safe harbor” for the company.

Without a valuation safe harbor, the company may be subject to a hefty tax penalty. A valuation deemed unreasonable by the IRS could result in all deferred compensation for all employees from the current and previous years becoming taxable immediately with an additional 20% tax penalty.

Determining the 409A Valuation

To establish a presumption of reasonableness, companies hire an independent 409A appraiser with experience evaluating companies in their industry. The typical 409A valuation cost for an early-stage company is between $1k-$5k (varies depending on the size and complexity of the company).

During the 409A valuation process, the company will typically be asked to share the following information:

  • Articles of incorporation,
  • Most recent capitalization table,
  • Company pitch deck,
  • Financials (P&L statements, bank statements, etc.),
  • Share purchase agreement (if any),
  • Estimate of how many options the company expects to issue over the next year, based on their hiring plan,
  • “Significant events” that have happened since its last 409A valuation (something that could impact the company’s stock price), and
  • Timing expectations around potential liquidity events (e.g., an acquisition, IPO, etc.).

For most early-stage companies, an appraiser will use a “market” 409A valuation method to determine the FMV of a company’s common stock. This means they’ll look at the financial information from a group of comparable publicly traded companies, including the stock price, revenue, and earnings before interest, taxes, depreciation, and amortization (EBITDA). 

An appraiser will also consider the cost of the company’s preferred shares. These are shares given to investors that provide them certain rights and privileges to exert some measure of control over the company’s direction. 

The appraiser then applies a discount to the company’s common stock to adjust for the stock’s illiquidity (which makes it less than stock that can be readily sold). The discount rate varies depending on how close the company is to having a liquidity event.

A company's board must typically vote to approve the latest 409A valuation before issuing stock options. 

A company must “refresh” its 409A valuation every 12 months to maintain the safe harbor. Additionally, a company will need to refresh their 409A if and when:

  • The company first wants to issue common stock options,
  • The company has a “significant event,” (financing, new business model, etc.) and,
  • The company is approaching an IPO, merger, or acquisition.

Why Should VCs Care About the 409A Valuation? 

The 409A valuation doesn’t typically have a strong bearing on the pre/post-money valuation of a company for two reasons:

  • Venture valuations are often market-driven. The amount a startup is able to raise is strongly impacted by investor demand. 
  • Venture investors receive preferred stock. This stock comes with certain rights and privileges not afforded to common shareholders and is therefore considered more valuable. 

For both these reasons, the per-share price VCs pay is often higher than what it will cost for an employee to exercise their options.

On the other hand, pre/post-money valuations impact 409A valuations. An appraiser will likely increase the 409A valuation of a company if it’s coming off a large fundraise. This can indirectly affect investors by increasing the exercise price of an employee's stock options.

Additionally, how a company approaches a 409A valuation can be insightful for VCs. If the founders don’t follow the steps needed to establish a safe harbor, it can create a massive liability for the company and its employees. If the IRS comes down on the company, the tax penalties on employee options could trigger an exodus of talent.

Furthermore, poor 409A practices could potentially derail an acquisition. If a company plans to IPO, regulators, bankers, and their legal counsel will review option issuances for irregularities. If the parties find any, it could reflect negatively on the management of the company and concern potential investors.

409A Valuation vs. Venture Valuation

Let’s review some of the key ways 409A valuations differ from pre/post-money valuations. 

  • Valuation methodology. Pre/post-money valuations are primarily driven by market demand and usually don’t factor in the company’s 409A valuation. On the other hand, 409A valuations are determined by an independent third-party appraiser and are informed by the company’s post-money valuation (among other factors). 
  • Class of stock. 409A valuations reflect the common stock price. Venture investors, on the other hand, typically receive preferred shares.
  • Compliance. 409A valuations must satisfy regulatory requirements to hold up under IRS scrutiny. Pre/post-valuations are not subject to the same regulatory requirements.
  • Change in value. Both the 409A valuation and pre/post-money valuations change over time. However, the pre/post-money valuation assumes all shares are of the same value. This means investors who invested at seed will have the value of their shares change in value depending on the company’s valuation at Series A. The exercise price of an employee’s stock options remains the same from the day the options were granted.

A Tale of Two Valuations

VCs generally accept that 409A valuations are immaterial to pre/post-money valuations. But founders who aren’t vigilant about maintaining up-to-date 409A valuations may raise a red flag to investors. 

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