How do I work out what my startup shares are worth?

Start from a reference price per share - usually the price paid in the last funding round, or a 409A / latest company valuation - and multiply by how many shares you hold to get a rough paper value. Then apply a discount for a private, minority, sell-now deal to reach a realistic figure. If you hold options rather than shares, subtract the cost to exercise them first.

What is the difference between a 409A valuation and the last funding round price?

They measure different things. The funding round price is what investors paid for preferred shares, which carry protections such as a liquidation preference and anti-dilution rights. A 409A valuation is an independent appraisal of the common shares that employees and founders hold, used to set option strike prices and for tax. Because preferred is worth more than common, the 409A is normally lower than the last round price - often materially so at early stages.

Why are my shares worth less than what investors paid?

Investors usually buy preferred shares, which sit ahead of common shares and carry protections like a liquidation preference and anti-dilution rights. Employees and founders hold common shares without those protections, so common is worth less than the preferred price paid in a funding round - and a private secondary sale of common shares is discounted further for illiquidity and minority position.

What will a buyer actually pay for my common shares?

Less than the headline round valuation. A private buyer of a minority common-share stake prices off the value of common (not preferred) and then applies a discount for illiquidity, limited information and the fact they are locked in until an exit. Small, early-stage sales often transact well below the last round price; later-stage, high-demand companies trade closer to it. The secondary market price - what buyers are actually paying now for similar shares - is the figure that matters if you are selling.

Is my 409A or last-round valuation out of date?

It might be. A 409A must be refreshed at least every 12 months, and a funding round can be several years old. If the company has grown since, an old reference understates your value; if it has struggled or done a down round, an old headline overstates it. Use the most recent reference you can get and sanity-check it against how the business and the market have moved.

How can I estimate my startup equity value for free?

Use your reference price per share and your share count to get a paper value, then apply a discount for a private sale. A free estimator does this instantly - enter your reference price, your share or option count, and whether the options are exercised, and it returns a realistic range.

Is startup equity actually worth anything before an exit?

It has real value, but it is paper value, not cash, until there is an exit or a sale of your shares. The way to turn some of it into cash early is a secondary sale - selling part of your shares to a private investor before the exit - usually at a discount to the headline valuation.

Valuing your shares

How much are my startup shares worth?

A plain-English guide for anyone holding shares or options in a private company · Updated September 2026 · by the PrivateTechShares team

There's no live share price for a private company, so "what are they worth?" has several different answers depending on who's asking. Here's each one, which matters if you're actually selling, and how to get from a headline valuation to a figure a real buyer will pay.

Written & maintained by the PrivateTechShares team · Published September 2026 · Reviewed September 2026

If you hold shares or options in a private startup, your equity doesn't have an official price the way a listed stock does. There's no ticker, no market open, no number you can look up. But you're not in the dark: the same shares simply get valued in different ways by different people, for different reasons — and once you know which method applies to you, a realistic figure is easy to reach.

Why private shares don't have one "right" price

A public company — think of any name on a stock exchange — has a price set every second by supply and demand. Anyone can buy or sell, so the value is settled and visible.

A private company is the opposite. Its shares are held by a handful of founders, investors and employees; it discloses far less financially; and there's no open market to buy or sell on. That lack of liquidity is exactly why its value is rarely a single, settled number. Instead, different players use whichever method suits their purpose — an investor prices a round, the tax authority looks at an independent valuation, a fund marks its own book. None of these is automatically the "correct" one. Until the company is sold or goes public, every figure is an estimate. The skill is picking the estimate that's relevant to your situation — and, if you're selling, the one a buyer will actually honour.

Five ways private company shares get valued

Here are the methods you'll run into, and — the part most guides skip — what each one actually means if you are the one holding the shares and thinking about selling.

Method	What it is	What it means if you're selling
Last-round (preferred) price	The price investors paid per share in the most recent funding round. The headline "valuation" in the news is built from this.	It's the ceiling, not your number. It's the price of preferred shares; the ordinary shares you hold are almost certainly worth less.
409A / fair-market valuation	An independent valuation of the common shares, done for tax and to set option strike prices. Refreshed at least once a year.	The closest official reference to what your common shares are worth — and usually well below the round price.
Public comparables	What similar listed companies trade at, applied to your company's revenue or growth.	A sanity check on whether the last round looks rich or cheap. Rough, and only as good as the comparison.
Fund marks	The value an investor fund carries your company at on its own books, revised each quarter.	Occasionally visible and a useful cross-check — but every fund marks differently, so treat it as one opinion.
Secondary market price	What buyers are actually paying, right now, for shares like yours in private, one-to-one deals.	The one that matters. It already bakes in the discounts below — it's the real answer to "what will I get?"

The first two trip everyone up. The round price is for preferred shares; the 409A is for common shares — the ordinary shares employees and founders actually hold. That single gap is the biggest reason your shares are "worth less than the news says."

The distinction that changes your number: preferred vs common

When investors put money into a startup, they almost always buy preferred shares. Preferred comes with protections ordinary shares don't: a liquidation preference (they get paid back first if the company is sold), anti-dilution rights, and often more. Those protections have real value — so preferred is worth more than common.

Employees and founders hold common shares (or options over common shares). Common sits behind preferred in the queue and carries none of those protections, so it's worth less — sometimes materially less at early stages. This is why the official 409A value of common shares lands below the headline round price, and why a secondary buyer purchasing your common shares prices off that lower base, not the news headline.

From paper value to a real sale price

Three steps take you from a reference number to something a buyer would actually pay:

Step 1 — find a reference price per share. Your last funding round (price per share investors paid) is the usual anchor; you'll find it on your term sheet, share/option agreement or the cap table. No recent round? Use the 409A / latest company valuation.

Step 2 — multiply by what you hold. Reference price × your share count = a rough paper value. If you hold options rather than shares, subtract the cost to exercise them (and any tax on exercising) — your net position is what counts.

Step 3 — apply the secondary discount. Paper value isn't cash. A private, minority, sell-now deal happens at a discount to the headline — for illiquidity, for selling common rather than preferred, and for the buyer's information risk. Your realistic figure is the paper value minus that discount. How big it is has its own guide: what discount is fair when you sell startup shares?

A worked example (illustrative only)

Numbers invented to show the shape of it — not a quote, and not advice:

You hold5,000 common shares

Last round (preferred) price€20 / share

Headline paper value (5,000 × €20)€100,000

… but you hold common, sold privately as a minority stake, at a discount− ~30–50%

Realistic secondary range≈ €50,000–€70,000

The discount is wider for very early or illiquid companies and narrower for later-stage names with lots of buyer demand. The headline €100k was never the sellable number — the point of the exercise is to anchor on the range, not the headline.

Is your reference price out of date?

Timing matters as much as method. A 409A has to be refreshed at least every 12 months, and a funding round can be years old — either can be stale. If the company has grown a lot since, your reference understates the value; if it's stumbled (or did a down round), the old headline overstates it. Use the most recent reference you can get, and sanity-check it against how the business and the wider market have moved since. The right valuation at the right time is what makes an estimate trustworthy.

Where people go wrong

Using the headline valuation for common shares. Your common shares or options are worth less than the preferred round price.
Anchoring on a stale number. An old round or an out-of-date 409A can be far from today's reality in either direction.
Forgetting dilution. Later rounds issue new shares, so your percentage — and sometimes your per-share value — can change.
Ignoring the exercise cost. Options aren't free to turn into shares; net value is what matters.
Confusing paper value with cash. The cap-table number is not what lands in your account after a discounted, taxed sale.

Get your figure in ten seconds

Rather than do the arithmetic by hand, put in your reference price, your share or option count, and whether they're exercised. Our free estimator returns a realistic range instantly.

Try the free estimator →

Ready to go deeper? The full walk-through — valuing your stake, transfer rules, documents to gather and tax to plan for — is in the Equity Toolkit (€39), Europe and US editions.

Free: the Equity Starter Kit

The plain-English glossary and the essentials to get started — instant download, no email required.

Download the free kit →

Holding options rather than shares?

The method is the same, with two extra steps: you subtract your strike price (the cost to exercise) and the tax that exercising triggers. See the full walk-through: what are my stock options actually worth?