A company raises money “at a $2 billion valuation.” An employee multiplies shares by that headline and mentally spends the result. Then a real sale opportunity arrives and the offered price is lower — sometimes dramatically. Nothing went wrong. Three different numbers were doing three different jobs.
The headline number prices a different share
A funding-round valuation is set by the newest investor buying preferred stock — shares that typically carry liquidation preferences, anti-dilution protection, and sometimes dividends or veto rights. Most employees and many early holders own common stock, which stands behind all of that. Multiplying common shares by a preferred price overstates what the common is worth, and the gap widens in stressed scenarios where preferences absorb the first dollars out.
The 409A is a tax number
Private companies obtain independent appraisals — known as 409A valuations after the tax-code section that requires them — to set the fair market value of common stock for option pricing. A 409A is usually well below the headline preferred price, precisely because it values common stock and applies discounts for illiquidity. It is a defensible tax number, not a promise of what a buyer will pay.
A price requires a buyer
The only number that turns into money is the one a specific buyer agrees to on a specific day for your specific shares — net of transfer restrictions, fees, and the seller’s urgency. Secondary transactions routinely clear below the last round’s headline, and occasionally above it. Indicative or model-based prices — including the clearly labeled sample pricing on this platform — estimate where a trade might clear; they are a starting point for negotiation, never a quote. Our Price & Data page explains the methodology behind every number we publish.
How to think about your own position
Know which class of shares you hold. Read the liquidation stack — who gets paid before you, and how much. Treat headline valuations as information about the company’s trajectory, the 409A as information for your tax planning, and an actual bid as the only information about your wealth. If you’re weighing a sale, the essentials are covered in For Shareholders.
Educational only. InvestNow is a demonstration platform. This page is general information, not investment, legal, or tax advice, and not an offer or solicitation of any security. Private-market investments are speculative, illiquid, and can lose their entire value. Consult a qualified professional about your circumstances.