409A Valuation
定義
A 409A valuation is an independent appraisal of a private company's common stock, required under Section 409A of the US tax code, that sets the legal fair market value used as the strike price for new stock option grants.
資金調達における位置づけ
Startups refresh their 409A valuation roughly every 12 months, or after a major event like a new priced round, so option grants keep a strike price that will not trigger IRS penalties.
よくある質問
Why is the 409A valuation almost always lower than the preferred price per share?
Common stock lacks the liquidation preference and other rights preferred shareholders get, so its fair market value is legitimately lower, often a fraction of the last preferred round's price.
What happens if a company grants options below the real 409A fair market value?
The IRS can treat the grant as deferred compensation, triggering immediate taxation plus a 20 percent penalty for the option holder, which is why companies keep the valuation current.