What Is a 409A Valuation? 409A for Dummies Guide

Hi, I’m Chris Walton, author of this guide and CEO of Eton Venture Services.

I’ve spent much of my career working as a corporate transactional lawyer at Gunderson Dettmer, becoming an expert in tax law & venture financing. Since starting Eton, I’ve completed thousands of 409A valuations for startups of all stages.

A short bio of Chris Walton, CEO of Eton

Read my full bio here.

Ever read about 409A valuations and been left scratching your head? The convoluted explanations, the legal jargon…rest assured, you’re not alone. 

It’s a complex topic, and we want to make it simple. We legal folk tend to make things appear WAY more difficult than they need to be, so this “For Dummies” guide is long overdue. 

We’ll also jazz up this long read with anecdotes and real-life examples from companies like Stripe & Instacart—who had disasters we can all learn from.

The guide below is broken into six parts:

🧱 Part 1: 409A Valuation Basics (Perfect for Newbies)

🤿 Part 2: Diving Into The Details of 409A Valuations

😲 Part 3: When 409A Valuations Go Wrong – Horror Stories & Lessons

💰 Part 4: 409A Valuations For The CFO

🧑‍🎓 Part 5: A 409A Valuation Expert Answers Your FAQs

📚 Part 6: 409a Valuation Resource Library

Just click the links above to jump straight to the sections most relevant to you.

Keep a look out for the 📌(pin). It’s there ‘pinning’ a TL;DR (too long, didn’t read) snippet at the beginning of almost every section. That way, even if you skim-read, you’ll still get value. 

Disclaimer: There will be some jargon, but when it’s introduced we’ll provide a clear and simple definition. 

🧱 Part 1: 409A Valuation Basics (Perfect for Newbies)

In this section, you’ll learn:

  • What 409A valuations are
  • Why they’re an IRS requirement 
  • Common criticisms on Section 409A from start-ups
  • The benefits of 409A compliance
  • When (and how often) 409A valuations are required
Expand the items below to read on:

A 409A valuation is a formal report that determines the fair market value (FMV) of a company’s common stock. 

This valuation is necessary for companies that issue stock options, stock appreciation rights, or other equity-based compensation plans to their employees.

It’s meant to ensure stock options granted by a company to its employees are issued at a price that is compliant with the Internal Revenue Code (IRC) Section 409A in the United States.

📖 Fair Market Value (FMV):

A key concept in finance and economics, referring to the price at which a property or asset would sell under normal market conditions.

In the context of 409A valuations for startups, FMV is the estimated price at which the company’s common stock would change hands between a willing buyer and a willing seller, with both having reasonable knowledge of all pertinent facts and neither being compelled to transact.

History of Section 409A

📌 TL;DR: After financial scandals where the IRS suspected tax avoidance, they introduced Section 409A in 2004 to prevent companies from undervaluing their common stock options.

🤔 Tell me more:

When you were younger, did you ever have a rule imposed on you because of something another kid did? For example, I know someone whose entire school district got banned from the Pennsylvania Renaissance Faire after one kid broke a tree (don’t ask me how). 

Well, the introduction of 409A is a bit like that. 

IRC Section 409A came in response to financial scandals committed by a few corporate organizations, most notably Enron.

These scandals brought to light the manipulations of deferred compensation plans and stock option grants. Before this, companies often granted stock options “in the money” (below the current market price), which was considered an incentive for employees but raised issues of fairness and tax avoidance.

And so the IRS cracked down and in 2004 enacted Section 409A. Instead of being banned from the Renaissance Faire, all startups who offer common stock options must now prove they’re at fair market value.

How Start-Ups Feel About Section 409A

📌 TL;DR: Start-ups often find 409A requirements costly, complex, and a general hindrance—it’s yet another thing they have to worry about as a business to be tax compliant. That said, compliance is important to them.

🤔 Tell me more:

Here are some of the biggest complaints I’ve heard about Section 409A:

  • Cost: 409A valuations can be costly, especially for early-stage companies with limited resources. Some firms charge $10k+ for a single 409A valuation. At Eton, we keep things more cost-effective with pricing options starting at £2.5k.
  • Complexity: The methodology and factors considered in a 409A valuation can be intricate and challenging to understand, often requiring specialized expertise, which adds a layer of complexity for startups unfamiliar with the process.
  • Subjectivity: Despite being a formal process, the valuation can be somewhat subjective, leading to different valuations depending on the assessor.
  • Impact on Option Grants: A higher valuation can make stock options less attractive to employees since the valuation sets the price for stock options.
  • Timing Issues: Fluctuations in valuation can impact when startups grant options, sometimes leading to strategic delays in the fundraising or option granting process.
  • Discrepancy with Investor-Based Valuations: Investor-based valuations often reflect future growth potential and market enthusiasm, which can be significantly higher than 409A valuations leading to disparities and confusion, especially for employees or stakeholders. Just take a look at the image below to see the common discrepancy in valuation amounts:

409A Valuations - Price Chart

But even if 409A compliance feels like a burden, it’s helping keep organizations honest about the value of their company which is only a good thing for the wider market. And compliance, when you consider the risks and benefits, is worthwhile.

📌 TL;DR: 409A valuations which are Section 409A compliant prevent you and your employees from facing penalties from the IRS, lawsuits, and repercussions from a poor business reputation. 

🤔 Tell me more:

409A compliance keeps you and your employees who receive stock options or restricted stock units (RSUs) from facing major tax consequences. 

Proper valuations also:

  • Aim to minimize alternative minimum tax (AMT) risks.
  • Help set terms for new equity grants. New grants should be issued at the most recent 409A price to comply with IRS rules.
  • Give you an unbiased accurate read of what your business is really worth
  • Prove to auditors and investors that you’re complying with legal and reporting obligations
  • Attract investors by providing them with a clear understanding of your company’s value
  • Prevent lawsuits from disgruntled employees who have been penalized by the IRS 

Luckily, there’s a system in place that makes these benefits easy to obtain. Under Section 409A, the IRS outlines routes to what they call a ‘Safe Harbor’. 

📖 Safe Harbor:

Safe harbor refers to a set of IRS guidelines that, when followed, provide a presumption that the valuation method used to determine the fair market value of a company’s stock is reasonable. This presumption protects the company and its employees from adverse tax consequences.

There are 4 routes to safe harbor status:

  1. 409A Independent Appraisal Presumption
  2. 409A Illiquid Start-Up Presumption
  3. 409A Formula Presumption
  4. Nonlapse Restriction Valuation Method

For more information: 409A Valuation Safe Harbor Guide – Incl. Risks & Penalties 

The simplest way to secure a safe harbor for most businesses is the first route: An 409A Independent Appraisal Presumption. It involves hiring a reputable, independent third-party valuation firm who will complete the valuation on your behalf.

📌 TL;DR: There are three moments when a 409A is required: 

  1. When the company first offers stock options to employees. 
  2. After issuing stock options, whenever there is a material event.
  3. If no material event occurs, every 12 months from the last 409A valuation.

🤔  Tell me more:

409A valuations are first required when a private company, usually a start-up, first offers common stock options to its employees. This is usually done as an incentive, reward, and as a means of attracting top talent. We call this the 

From that point, the 409A valuation will need to be updated every time the company experiences a material event. In the absence of a material event, the 409A valuation needs to be completed every 12 months.

📖 Material Event:

A material event refers to a significant event or change within a company that can impact its financial position or stock value.

For more information: 19 409A Valuation Material Event Examples

Examples of material events include:

  • Equity or Debt Financing (think of Series A or B)
  • Significant Revenue Growth or Loss 
  • Major Corporate Transactions
  • Change in Business Model or Strategy
  • Regulatory Changes or Major Legal Events
  • Change in Ownership or Control (think of Elon Musk taking over Twitter (X)
  • Economic and Market Conditions (think of the economic slump of 2021)
  • Natural Disasters or Unforeseen Events (think of Covid-19

🤿 Chapter 2: Diving Into the Details of 409A Valuations

In this section, you’ll learn:

  • The 409A valuation process 
  • Common 409A valuation methodologies the IRS accepts as reasonable
  • Potential risks and penalties of 409A non-compliance
  • 7 tips from me, Chris Walton, on getting a cost-effective & compliant valuation 
Expand the items below to read on:

📌 TL;DR: At Eton, we take anywhere from one to ten days to complete your valuation and follow a simple 6 step process:

  1. Confirmation of services
  2. Information collection
  3. Tailored consultation
  4. Valuation & modelling
  5. Draft report review
  6. Sign off

If you want a full breakdown, you can read our full guide on the 409A valuation process.

🤔 Tell me more:

Every 409A valuation consultant will have their own process and timeline. Some companies can take months to complete a 409A valuation for you while firms like Eton have perfected a 10-day turnaround. We can complete the process in as little as one day but that comes at a premium cost. 

Related read: How long does a 409a valuation take?

Below I’ve outlined our six-step process and provided the timeline associated with those steps.

Step 1: Confirmation of services

Time taken: As little as 1-2 days. 

The first step of the process is to find a 409A valuation provider and confirm with them the service and timeline you require. 

Try to avoid 409A valuation providers who use automation in their process as this can jeopardize safe harbor status and leave your company susceptible to penalties.

Top tip: Ask your lawyer who they recommend. It’s a great way to find a firm that is experienced. Most Eton clients are referred to us by their lawyers because they trust our expertise and have seen the outcome of our services before.

You can also check out our list of the best 409A valuation consultants for hire

Step 2: Information collection

Time taken: 1-2 days (client side)

Before your 409A valuation firm can begin the valuation process from their side, they need to collect company information which they’ll use to inform which methodologies they apply and to help them complete those chosen methodologies. 

At Eton, we request:

  • financial statements (if you have them)
  • financial forecasts (if you have them)
  • capitalization table
  • articles of incorporation
  • bylaws
  • stock option agreement
  • the deck you show investors
  • SAFE notes (if you have them)
  • convertible debt (if you have it)
  • straight debt (if you have it)

Top tip: This is the step that causes the most delays. To avoid this, have your documentation organized ahead of time. 

Step 3: Receive a tailored consultation

Time taken: 1 day (client and valuation firm)

It’s important to speak with your valuation company so that you get a custom experience with advice. This is also the time you’ll choose a valuation date. 

Your valuation date isn’t necessarily the date the report is finished but rather the date your company has been valued against. 

how to choose a 409a valuation date

Top tip: Work with your valuation firm to determine a date that is convenient and keeps you compliant.

Step 4: Valuation & Modeling

Time taken: Anywhere from 1-7 days (depending on turnaround time)

With your valuation date chosen, the required documents in hand, and specific needs discussed, your valuation firm can begin the actual process of valuing your company. 

This process will include choosing and applying methodologies. At Eton, every client has a dedicated analyst and project manager to make sure the process is smooth and without error. We’ll also have the calculations checked internally.

Top tip: Sit back and relax! This is all in our hands now. 

Step 5: Draft report review

Delivered on: day 7 (by valuation expert) if following a 10-day turnaround.

Once we’ve completed the valuation and modeling, you’ll receive a draft report for your review. 

Want to know what a report looks like? You can check out our free 409A sample report.

Top tip: Set aside time in your schedule to review the documents.

Step 6: Sign off

Received on: day 10 (client to review and raise any concerns and questions)

Having addressed any issues in the draft report, this is the point in the process where both client and firm sign off on the final report. The firm will literally sign it while the client will accept it as the final version. 

📌 TL;DR: There are 3 valuation methodologies accepted by the IRS as reasonable:

  1. Income approach
  2. Market approach
  3. Asset approach

You can and should have multiple valuations applied to your valuation.

🤔 Tell me more:

Methodologies are how you determine the value of your common stock. Whatever method is used must be deemed ‘reasonable’ and be ‘reasonably applied’. A reputable 409A valuation will guarantee this happens and at the same time secure you the safe harbor we mentioned earlier. 

Three methodologies adhere to AICP (American Institute of Certified Planners) guidance and thus meet the criteria in Section 409A. 

These methodologies are:

  • Income Approach: This method focuses on the company’s future cash flows or earnings. It typically involves forecasting future earnings and discounting them to present value using a discount rate that reflects the risk associated with the company. This approach is often used for companies with a history of earnings or a predictable future income stream.
  • Market Approach: This approach values a company based on how similar companies (comparables) are valued in the market. It includes methods like Comparable Company Analysis (CCA), where publicly traded companies are used as comparables, and Comparable Transactions Method (CTM), where the focus is on recent sales or acquisitions of similar companies.
  • Asset Approach (Cost Approach): This method is based on the company’s assets. It involves estimating the value of a company’s tangible and intangible assets, subtracting liabilities, and often adding a component for the company’s potential for future earnings or growth. This approach is less common for early-stage companies that may not have significant tangible assets.

Each of these methodologies has its strengths and is chosen based on the specific circumstances and characteristics of the company being valued. 

The key is to apply the methods consistently and logically, providing a realistic assessment of the company’s fair market value.

Where possible, firms should take a hybrid approach as it can derive a more accurate valuation. For example, a company might use both the income approach and the market approach to triangulate a fair valuation.

📌 TL;DR: If you’re found non-compliant to Section 409A, your employees will face significant tax penalties (20%) on top of needing to pay the owed tax and accrued interest. 

As a result, employers can face expensive lawsuits from those employees and a damaged reputation in the eyes of investors, clients, and potential hires. Yikes.

🤔 Tell me more:

Non-compliance with 409A is a risky business, one that’s just not worth the hassle.

There are both direct and indirect consequences should the IRS audit your company and find you’re missing a 409A valuation when you should have one or have undervalued the value of your common stock.

Tax Penalties

  • Immediate Taxation: Employees face immediate taxation on vested amounts of deferred compensation, including stock options, if these are not in compliance with 409A.
  • 20% Additional Federal Penalty: Employees are subject to an additional 20% federal penalty tax on the vested amounts, over and above regular income taxes.
  • Interest on Underpaid Taxes: Employees must pay interest on the taxes that should have been paid from the initial deferral of compensation.
  • Potential State Penalties: Depending on state laws, there might be additional penalties and interest at the state level.

Indirect Consequences

  • Lawsuits: Non-compliance can lead to lawsuits, especially from affected employees or shareholders who may seek damages for the financial losses incurred due to the company’s failure to comply with 409A.
  • Reputation Damage: News of 409A non-compliance can harm a company’s reputation, impacting its relationship with current and potential employees, investors, and business partners.
  • Employee Dissatisfaction and Retention Issues: The financial impact on employees due to 409A non-compliance can lead to dissatisfaction, decreased morale, and challenges in retaining or attracting talent.
  • Reduced Negotiating Leverage: Companies known for 409A issues might find themselves in a weaker position in negotiations with investors or during acquisition talks, as these issues can be seen as a sign of poor financial management.
  • Cost of Rectification: Correcting 409A issues can be expensive and time-consuming, involving legal fees, additional accounting work, and possibly the need to restructure compensation plans.
  • Audit and Legal Risks: Non-compliance can increase the likelihood of an IRS audit, leading to a detailed examination of the company’s broader tax practices and potential legal challenges.
  • Impact on Future Funding: Investors may view 409A non-compliance as a red flag, affecting the company’s ability to raise capital.

There are plenty of places for a 409A valuation to go wrong. It could be that you hire the wrong firm, withhold important financial information, or simply don’t have your documents readily available. 

In my 20-year career, I’ve seen it all. To make the 409A process as seamless as possible and to help you ensure compliance—without overpaying—here’s what I suggest:

1. Improve the Accuracy of your Financial Metrics

Ensure that all financial data, including revenue, expenses, cash flow, and projections, are accurate and reflective of your company’s current and future financial health. Accurate financials are the foundation of a reliable 409A valuation.

2. Highlight any Unique or Valuable Assets

If your company possesses unique assets, intellectual property, or proprietary technology, make sure these are well-documented and highlighted. Such assets can significantly impact your company’s valuation.

3. Stay in Tune with Industry & Market Conditions

Be aware of current trends, economic conditions, and market dynamics in your industry. These factors can influence your company’s valuation, and being informed will help you understand and contextualize your 409A valuation results.

4. Maintain Accurate & Updated Records

Keep detailed and organized records of all financial transactions, cap tables, previous valuations, and material changes in the company. This practice not only aids in a smoother valuation process but also provides necessary documentation for auditors and investors.

And it means updating your valuation will be a breeze.

5. Avoid Overestimating or Underestimating Your Company’s Fair Market Value

Be realistic about your company’s value. Overestimating can lead to unfavorable tax implications for employees, while underestimating can raise red flags with the IRS and potentially undervalue your company in the eyes of investors.

6. Get the Safe Harbor Under IRC Section 409A

Utilize one of the safe harbor methods for your 409A valuation. This typically involves getting a valuation from a qualified, independent appraiser, which the IRS is less likely to challenge.

7. Hire an Expert, Independent Valuation Firm like Eton

Compliance is so much easier when you hire a firm specializing in 409A valuations, like Eton or similar. They can provide an objective, market-based assessment of your company’s value. Expert firms are familiar with the nuances of 409A requirements and can help navigate the complexities of the valuation process.

And you don’t need to pay a substantial amount to secure an expert firm with a proven track record. At Eton, our services start at a reasonable $2.5K.

😲 Part 3: When 409A Valuations Go Wrong Horror Stories & Lessons

In this section, you’ll learn:

  • Why three companies recently completed 409A valuations and saw their common stock price slashed

Because companies need to complete 409A valuations at least every year, it’s normal to see slight variations in the value of that company over time. Material events are much more likely to cause a dramatic change, whether that be an exciting rise in value or a staggering fall. 

In this section, we’re looking at three companies who saw their valuations falter in the face of material changes and what we can learn from them.

Expand the items below to read on:

Stripe, founded in 2010 and a major player in the fintech industry, experienced a significant valuation cut as recently as 2022. 

After a 409A valuation, its valuation was reduced by 28%. This reduction was triggered by the general downturn in the stock market, a ‘Material Event’ impacting many businesses.

Lesson Learned: Stripe’s case shows how external economic factors can heavily influence a company’s valuation. 

That’s why companies need to be aware of market conditions and brace for their potential impact. But it’s not all bad news—this devaluation could mean a lower tax burden on stock options for employees and if the company can maintain a strong revenue, this could be a great time to attract new talent.

In a similar vein, Instacart’s valuation took a nosedive following its 409A valuation in 2021. The company’s value plummeted from $39 billion to $24 billion, a 38.5% decrease much like many others

Lesson Learned: Instacart’s story serves as a reminder of the dynamic nature of business valuations and that some material changes aren’t relegated to one sector and instead are indicative of larger trends.

The company’s valuation adjustment, while substantial, was an objective response to market shifts. 

This stresses the need for businesses to stay adaptable and responsive to changing market conditions to avoid a similar devaluation.

When Elon Musk acquired Twitter for about $44 billion in 2022, the whole world watched with bated breath to see what he’d do with it. 

Some applauded the changes he made while most looked on in horror. Mass layoffs, a questionable rebrand, and deplatforming journalists—just to name a few. 

It wasn’t shocking then that a year on from Musk’s takeover, a new 409A valuation pegged the company at just $19 billion

This drastic reduction was, to some extent, attributed to Musk’s leadership style and decisions.

Lesson Learned: Unlike Stripe and Instacart, whose valuation changes were largely driven by market dynamics, Twitter/X’s story suggests a significant influence of leadership and strategic decisions on company valuation. 

It emphasizes the crucial role leadership plays in a company’s financial and operational health. Who you are as a leader matters.

Now we wait for future 409A valuations to see if X holds at this new low or bounces back—and if so, why.

💰 Part 4: 409A Valuations For The CFO

In this section, you’ll learn:

  • The role you play as CFO in the 409A valuation process
Expand the item below to read on:

📌 TL;DR: Due to the nature of their role, CFOs need to be aware of 409A compliance requirements, prepared to identify material events that trigger updates to the valuation, budget for the cost of these valuations, and prepared to translate these valuations to other stakeholders.

🤔 Tell me more:

As CFO, you’ll be a key stakeholder throughout any company valuation process. After all, you’re the steward of your company’s financial practices, including compliance with IRS regulations like Section 409A. 

But what exactly is your role here and how can you be prepared for it? This section is for you:

Identifying Material Events: 

A material event, in the context of 409A valuations, is any significant occurrence that could impact your company’s financial status or the value of its stock. 

This includes events like a substantial funding round, a major change in business model, a significant product launch, or a drastic shift in market dynamics. 

Your role involves continuously monitoring for such events and understanding their potential impact on your company’s valuation.

Engaging with Valuation Experts: 

While the actual valuation is often outsourced to expert firms, you’ll have a role in selecting a reputable valuation firm and communicating with them. 

You need to ensure they have all the necessary information and understand the nuances of your business. This includes providing comprehensive financial data, insights into the company’s prospects, and any relevant market analysis.

Interpreting Valuation Outcomes: 

Once the valuation is completed, interpreting and contextualizing the results for your board, investors, and employees is key. 

This requires a deep understanding of the methodologies used and the ability to explain how external and internal factors have influenced the valuation.

Integrating Valuation into Company Strategy: 

Beyond compliance, the 409A valuation has strategic implications. 

It affects how stock-based compensation is perceived internally and externally. 

Your role encompasses integrating valuation outcomes into broader financial planning, compensation strategy, and even in discussions with potential investors.

Maintaining Documentation and Compliance Records:

Rigorous documentation can help prove compliance and make future valuations easier. 

If you’ve secured safe harbor then you won’t have to worry too much because the IRS will be responsible for the audit and will be required to prove non-compliance if they suspect it. But in the event you don’t have safe harbor, accurate record-keeping could be your saving grace.

Educating and Communicating: 

Part of your role involves educating your board and employees about the implications of 409A valuations. 

This includes clear communication regarding the impact on stock options and overall compensation, which is crucial for maintaining trust and morale within the company.

Anticipating Changes in Regulations: 

Staying up to date on any changes in tax laws and regulations related to deferred compensation and 409A valuations is essential. 

This foresight allows for proactive adjustments to valuation strategies and compensation structures.

Budgeting for Valuation Costs:

Finally, ensuring that the costs associated with regular 409A valuations are accounted for in the company’s budget is a practical aspect of your role. 

This includes understanding the trade-offs between cost, quality, and risk in the selection of valuation service providers.

🧑‍🎓 Part 5: A 409A Valuation Expert Answers Your Questions

Hi, I’m Chris Walton, author of this guide and CEO of Eton VC. I’ve spent much of my career working as a corporate transactional lawyer at Gunderson Dettmer, becoming an expert in tax law. 

Now, I put that expertise to use helping my team complete 3000+ 409A valuations for 1000s of clients across industries and all stages of their start-up journey.

Below I’ve answered a few common questions I see regularly asked about 409A valuations.

Expand the items below to read on:

A 409A valuation is typically valid for 12 months, assuming no significant events occur that could materially affect the company’s value. 

However, if there is a material event before the 12-month period ends, such as a new round of financing, a significant change in the business, or a major economic event, a new 409A valuation will be necessary.

Limited Liability Companies (LLCs) might need to perform valuations similar to 409A valuations, especially if they have a form of equity compensation (like profits interests). 

However, the specifics can differ:

  • Tax Treatment Differences: LLCs are typically taxed as partnerships, which alters the tax implications of equity compensation compared to corporations.
  • Profits Interests: LLCs commonly grant profits interests, which are somewhat analogous to stock options but have different tax treatments and valuation considerations.
  • Valuation Approach: While the valuation approach may be similar to 409A (considering the fair market value), the specifics will be tailored to the nature of profits interests and the LLC’s operating agreement.

Myth 1: “Only Needed for Large Companies”:

A common myth is that only large or mature companies need 409A valuations. 

In reality, any company granting stock options needs a 409A valuation to ensure compliance.

Myth 2: “Investor Valuation is Sufficient”

Some believe that the valuation determined in a funding round can be used for 409A purposes. 

However, these valuations often differ as investor valuations are forward-looking and speculative, while 409A valuations focus on current fair market value.

Myth 3: “It’s a One-Time Requirement”

Some think that a 409A valuation is a one-time need. However, it’s an ongoing requirement as long as the company continues to grant stock options.

Myth 4: “No Impact on Common Stock”

There’s a misconception that 409A valuations only impact preferred stock. In fact, 409A valuations primarily determine the value of common stock for option pricing.

Myth 5: “Only for Stock Options”

While stock options are a primary focus, 409A valuations also apply to other forms of deferred compensation.

📚 Part 6: 409a Valuation Resource Library

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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.

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