409A Valuation vs Investor Valuation | What’s the Difference?

You started your tech company a few years ago with a vision to disrupt an industry. You’ve been heads down building the product, hiring a stellar team, and raising money from savvy venture capitalists who share your vision.

The business is growing fast, and it’s time to offer stock options to attract and retain top talent. But issuing options comes with IRS rules you need to follow, including obtaining an independent 409A valuation to establish the fair market value of your common stock, the 409A price.

This 409A valuation is different from your VC valuations and funding rounds. It’s a necessary compliance step, but also a chance to gain valuable insight into how an objective outsider views your company’s worth.

Read on to understand the difference between 409A valuations and VC valuations, and how to navigate the 409A process to your benefit.

What Is a 409A Valuation?

A 409A valuation is an independent appraisal of a company’s stock value, which is sometimes referred to as the 409A price.

It’s required by the IRS to determine the fair market value (FMV) of common shares for tax purposes. This ensures employees pay appropriate taxes on stock options and stock-based compensation.

Unlike venture capital or investor valuations, 409A valuations focus on FMV of a company’s common shares today, and a not company’s overall future potential. They consider the company’s financials, growth, market position, and other metrics to determine what a willing buyer would reasonably pay for common stock at a specific point in time: today. VC valuations also consider future potential.

To obtain a 409A valuation, companies hire an independent appraiser. The appraiser analyzes the company’s financials, growth, industry, location, and other factors to determine FMV. They may use methods like discounted cash flow analysis, comparable company analysis, or recent funding rounds. The IRS requires valuations to be reasonable and thoroughly documented.

Companies typically get an initial 409A valuation when issuing stock options, then annual or biennial valuations to reassess FMV. Employees must pay taxes on the difference between the strike price of options and the current FMV. 409A valuations aim to provide an objective FMV so employees don’t underpay taxes.

While a lower 409A valuation may save employees money, the IRS could scrutinize unusually low valuations. A valuation much lower than a recent funding round could trigger an audit and penalties. Companies should work with an independent appraiser to determine an objective, well-supported FMV so that they don’t issue stock options at too low of a 409A price.

In summary, 409A valuations provide an objective measure of FMV for tax purposes. They differ from VC valuations which incorporate future potential. Companies should obtain initial and regular 409A valuations to properly assess 409A price and avoid issues with the IRS.

How 409A Valuations Differ From Investor/VC Valuations

As an employee with equity in a private startup, you may go through a 409A valuation of your company stock options or common shares. This is very different from a venture capital valuation, though many people confuse the two.

How The Valuation Number Differs

While a 409A valuation aims to determine fair market value today of the company’s common stock, a venture capital valuation is focused on an investment price that factors in higher growth expectations.

VC valuations tend to be more aggressive and forward-looking. A 409A valuation provides a more conservative estimate of just the one class of shares (common shares) based on the company’s current financials and market conditions.

Some of the factors that may lead to differences in the two valuations include:

  • Growth projections: VCs typically assume much higher growth, often 50-100% year-over-year. A 409A valuation uses more modest, defensible growth rates based on historical performance.
  • Discount rates: The discount rates applied in a VC valuation are usually lower, reflecting higher risk tolerance. 409A valuations use higher discount rates, around 30-40% for early stage companies.
  • Comparable companies: VCs have flexibility to determine aspirational peer companies. 409A valuations rely on truly comparable public companies based on industry, business model, financials, and stage.
  • Liquidity: VC valuations assume a shorter time to exit or IPO. 409A valuations presume the company will stay private for the foreseeable future, so they apply larger discounts for lack of liquidity.
  • Negotiations: VC valuations are often negotiable based on the deal terms. 409A valuations aim to be independent and objective based solely on analytical methods like discounted cash flow analysis.

In summary, 409A valuations and VC valuations serve very different purposes and rely on different assumptions. While a high VC valuation is a reason to celebrate, a 409A valuation is meant to reflect the fair market value of your company’s stock for tax and compliance purposes. Both play an important role in the startup ecosystem.

Will a Low 409A Valuation Influence a VC Valuation Down?

A 409A valuation is an independent analysis of your company’s fair market value. It aims to determine an objective, supportable value of the common stock for tax and compliance purposes.

In contrast, a VC valuation is established through negotiations between your company and potential investors to determine the price of preferred stock that typically has more rights and privileges than common shares.

While it is theoretically possible for a low 409A price could influence venture capitalists during negotiations, such a situation is quite unheard of as VCs understand the purposes of a 409A price and the factors used to estimate it.

VCs conduct their own due diligence to assess your company’s potential and growth opportunities to establish an investment value range. They will consider factors like:

  • Your company’s leadership team and their experience
  • Your product or service and its competitive advantage
  • Current and projected revenue, costs, and profit margins
  • Market size and growth rate
  • Intellectual property and barriers to entry
  • Scalability and operational efficiency

In addition to the factors above, there are some quantitative reasons for differences in conclusions between the two approaches. Some of the main differences include:

  • Time horizon: 409A valuations analyze the present, VC valuations predict 3-7 years in the future.
  • Growth assumptions: 409A valuations use more conservative growth projections, VC valuations assume rapid growth potential.
  • Risk factors: 409A valuations apply higher discount rates to account for risks, VC valuations use lower rates assuming risks can be overcome.
  • Negotiation: 409A valuations are independent, VC valuations are negotiable based on investor interest and supply and demand for similar deals at the time.

Rather than relying on your 409A report, VCs will evaluate your company’s unique attributes and risks to determine a financing offer that balances their potential return on investment with your funding needs.

It matters to VCs that you have hired third party valuation firms to estimate your 409A price because VCs care about complying with laws.

When You Need a 409A Valuation

As a private company, you’ll need to obtain an independent 409A valuation to determine the fair market value of your common stock for the purpose of setting exercise prices for stock options and restricted stock units (RSUs).

The 409A valuation provides an objective assessment of your company’s worth based on its assets, financials, growth projections and other metrics. It differs from a venture capital (VC) valuation, which focuses primarily on a company’s potential for high future returns.

You’ll require a 409A valuation in several situations:

  • When granting stock options or RSUs to employees. The exercise price of options and value of RSUs must be set at or above the fair market value determined by the 409A valuation.
  • When employees exercise stock options. The spread between the exercise price and current fair market value is taxed as income, so an updated 409A valuation is needed.
  • When determining the tax implications of stock transfers between founders or the vesting of founder stock. The 409A valuation establishes the value of shares for tax purposes.
  • When raising capital from angel investors or VCs. Regularly obtaining 409A valuations from third-party valuation firms, and granting all stock options or RSUs pursuant to the independently established 409A price, provides the VC comfort in due diligence that the company complies with laws and regulations.

A 409A valuation provides an objective, defensible assessment of your company’s fair market value at a point in time based on its assets, financials, competitive position and growth prospects.

Because the IRS considers it a safe harbor, a properly conducted, independent 409A valuation can minimize the risk of adverse tax consequences from option grants and other share issuances. While a VC valuation focuses on future potential, a 409A valuation analyzes the company as it exists today.

Related Read: Check out this Real 409A Valuation Report Sample

Factors That Impact a Company’s 409A Valuation

A company’s 409A valuation is determined by several key factors that directly impact the final valuation amount. These factors may differ from those considered in a venture capital valuation.

Revenue and Growth

A company’s revenue, revenue growth, and growth projections are some of the most significant factors in a 409A valuation. The higher the revenue and growth, the higher the 409A valuation. Revenue that is recurring or reoccurring is viewed more favorably than one-time revenue. If revenue growth is accelerating, it signals a healthy, thriving company.


A company’s profitability and projections also impact its 409A valuation. Profitable companies are less risky, so they typically receive a higher valuation. Profit margins, net income, and EBITDA are metrics that valuators consider. If profits are increasing steadily over time, it demonstrates the company has a viable business model and strategy.

Market Conditions

The overall economic environment and conditions in the company’s industry influence its 409A valuation. When the economy is strong and the industry outlook is positive, valuations tend to be higher. During downturns or recessions, valuations are often lower to account for increased risk and uncertainty. Comparison to industry benchmarks and public company multiples provides context on market conditions.

Management Team

A company’s management team is evaluated based on experience, expertise, and track record. An experienced team with a proven ability to execute the company’s strategy and vision will positively impact the 409A valuation. Lack of experience or a poor track record will negatively impact the valuation due to perceived risk.

Capital Structure

A company’s capital structure refers to its mix of debt and equity. Less debt means less financial risk for equity holders and a higher 409A valuation. Complex capital structures with multiple classes of preferred stock can be viewed as more risky, resulting in a lower valuation.

In summary, revenue and growth, profitability, market conditions, management team, and capital structure are the primary factors that drive a company’s 409A valuation amount. Strength in these areas signals a healthy, promising company and results in a higher valuation. Weakness signals increased risk and leads to a lower valuation.

409a Valuation vs Investor Valuation – Conclusions

So you see, 409A valuations and VC valuations serve very different purposes. The former is a legally required process to establish a fair market value for your shares, while the latter is an investment tool used by venture capitalists to determine how much equity they want in exchange for funding.

As an employee or founder, understanding the distinction between these valuation types will help you make better decisions about your equity and compensation. Though the numbers may differ, keep in mind that one does not invalidate the other.

Your company can be thriving and raising substantial VC funding even if your latest 409A price is relatively low. The next time your CFO circulates the latest 409A report, don’t get dismayed. Instead, focus on continuing to build value through passion and perseverance. The rest will follow.

We’ve delivered 3,000+ valuations for Silicon Valley startups. Click here to learn more about our 409A valuation services.

get in touch
Let's talk.

Schedule a free consultation meeting to discuss your valuation needs. 

President & CEO

Chris co-founded Eton Venture Services in 2010 to provide mission-critical valuations to venture-based companies. He works closely with each client’s leadership team, board of directors, internal / external counsel, and independent auditor to develop detailed financial models and create accurate, audit-proof valuations.

Table of Contents

Related Posts

Schedule a Meeting