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The startup-equity glossary

Every term you'll meet when you hold or sell private-company shares — in the US and Europe. 202 terms, each in one line, in plain English, and with an example you could explain to a child. No jargon left standing.

Methodology & sources

Every definition here is written in plain English by the PrivateTechShares team, then checked against primary sources — the official tax authorities, securities regulators and statutes of the relevant country — so the meaning is accurate even where the wording is simplified.

We deliberately keep definitions evergreen: we describe how a rule or instrument works, not this year's specific rates, thresholds or exemption amounts, which change and are best checked at source. Each term page links the authorities most relevant to it.

Beyond definitions, the method behind our Equity Position Report — the secondary-discount bands, dilution rate, liquidation-preference model and tax ranges — is published in full as the PTS Open Framework: open to read, versioned in public and sourced throughout.

Primary references we rely on

Reviewed October 2026. Terms that go public or are acquired, and rules that change materially, are updated on review.

Browse all 202 terms, A–Z
A plain index of every term — handy if you prefer scanning to searching.

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409A provider 409A valuation 83(b) election

A

Accredited investor Alternative minimum tax (AMT) AMT credit Anti-dilution protection Authorized shares

B

Bad leaver Bargain element Bid-ask spread Blackout period Block trade Blue-sky laws Board approval Board seat Bridge round Broker-dealer BSA (France) BSPCE (France) Business Asset Disposal Relief (UK) Buyer of record

C

Capitalization table Carried interest Cashless exercise Clawback Co-sale right Common stock Company-sponsored tender Continuation fund Convertible note Cost basis CSOP (UK)

D

Deferred compensation Depositary receipts (certificaten) Dilution Direct listing Direct secondary Discount (convertible) Discount for lack of marketability (DLOM) Disqualifying disposition Dividend Double-trigger acceleration Double-trigger RSU Down round Drag-along right Dry income (equity tax) Dual-track process

E

Early exercise Earn-out EIS (UK) EMI option (UK) Employee ownership trust (UK) Employee share plans (Poland) Employee stock purchase plan (ESPP) Equity incentive plan Escrow (M&A) ESOP (option pool / plan) Exercise (options) Exercise notice Exit tax (France) Exit waterfall

F

Fair market value (FMV) Flat round Form 3921 Form 3922 Form 6251 Form S-1 Form S-8 Forward contract (pre-IPO) Founder vesting Free shares / AGA (France) Full ratchet Fully diluted shares

G

GmbH shares (Germany) Golden handcuffs Good leaver Grant agreement Greenshoe option Growth shares (UK)

H

Holdback Holding period

I

Illiquidity discount Implied valuation In the money Incentive stock option (ISO) Information rights Initial public offering (IPO) Insider trading policy Issued shares

L

Last round price Liquidation preference Liquidation stack Liquidity event Lock-up period Long-term capital gains

M

Management incentive plan (MIP) Markup Mergers & acquisitions (M&A) Minority discount

N

Net asset value (NAV) Net exercise Net investment income tax (NIIT) Nominee shareholder Non-participating preferred Non-qualified stock option (NSO) Notarised share transfer

O

Option agreement Option pool Option pool shuffle Option repricing Ordinary income (equity) Out of the money Outstanding shares

P

Paper wealth Par value Pari passu Participating preferred PFU flat tax (France) Phantom stock Post-money valuation Post-termination exercise window Pre-money valuation Pre-seed round Preferred stock Priced round Pro-rata rights Protective provisions

Q

Qualified purchaser Qualified small business stock (QSBS) Qualifying disposition Quiet period

R

Regulation A+ Regulation D Repurchase right Restricted securities Restricted stock Restricted stock award (RSA) Restricted stock unit (RSU) Reverse vesting Right of first refusal (ROFR) Roadshow Rule 144 Rule 701

S

SAFE Secondary market Secondary offering (public) Secondary price Secondary sale Section 1045 rollover Section 19a deferral (Germany) Section 409A (tax code) Seed round SEIS (UK) Sell-to-cover Seniority (preferences) Series A Series B Series C (and beyond) Share ledger / register Shareholders' agreement Short-term capital gains Single-trigger acceleration Single-trigger RSU SPAC Special purpose vehicle (SPV) Spread (equity) STAK (Netherlands) Stichting Stock appreciation right (SAR) Stock option Stock options (Spain) Stock plan administrator Stockholder approval Strike price Structured liquidity program Structured secondary Sweet equity

T

Tag-along right Tax withholding (equity) Tender offer Transfer agent Transfer restriction Treasury shares

U

UK capital gains tax (CGT) Unapproved options (UK) Underwater options Unregistered shares Up round

V

Valuation cap Variable prepaid forward Vesting Vesting acceleration Vesting cliff Vesting schedule Virtual shares Voting rights VSOP (Virtual Stock Option Plan)

W

Warrant Wash sale Weighted-average anti-dilution Works council

Educational information only — not financial, tax or legal advice. Definitions are general and evergreen; your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.