What discount do private startup shares usually sell at?

There is no fixed figure. Small, early-stage sales of common shares typically transact at a meaningful discount to the last preferred round price — sometimes a steep one when the company is very early or illiquid — while later-stage, high-demand companies trade closer to their last valuation. The discount reflects illiquidity, selling common rather than preferred shares, a minority position, an information gap, and any transfer restrictions.

Why are my shares worth less than what investors paid?

Investors usually buy preferred shares, which carry protections such as a liquidation preference and anti-dilution rights. Employee and founder shares are normally common shares without those protections, so they are worth less than the preferred price paid in a funding round.

How big a discount when selling shares around a funding round?

Selling your existing shares to an incoming round investor commonly happens at a discount to the new-money valuation — often somewhere in the region of 30-50%, and more for a struggling company — because the cash goes to you rather than into the business and you are usually selling common shares. It varies with demand and the company's health, so treat it as a starting point, not a rule.

Selling startup shares

What discount is fair when you sell startup shares?

Private shares almost never sell for the headline number from the last round. Here's why the discount exists — and how to judge whether an offer is reasonable.

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

If you're thinking about selling some of your startup shares — or an investor has already made you an offer — the first question is almost always the same: is this a fair price?

The honest answer: shares in a private company almost never sell for the "headline" number from the last funding round. They sell at a discount. That isn't someone taking advantage of you — it's the normal price of turning paper equity into cash early. Understanding why the discount exists is the best way to judge whether an offer is reasonable.

Why private shares sell below the last round price

A few things pull the price down, and they stack:

Illiquidity. There's no public market. A buyer can't sell tomorrow if they change their mind, so they pay less today to compensate for being locked in for years.
You're usually selling common shares, not preferred. The last round price was for preferred shares, which carry protections (liquidation preference, anti-dilution) that ordinary employee and founder shares don't. Common shares are simply worth less than preferred.
It's a minority stake. A buyer taking a small, non-controlling position with no board seat and limited information will price that in.
Information gap. The buyer sees less than an institutional investor would. Less certainty means a lower price.
Restrictions. If the sale is subject to the company's right of first refusal (its or its investors' right to buy your shares first) or needs board approval, that friction weighs on the number too.

So what's a "fair" range?

There's no single correct discount, and anyone quoting you an exact percentage as a rule is guessing. As a rough way to think about it: small, early-stage, common-share sales tend to change hands well below the last preferred round price — often a meaningful discount, and sometimes a steep one for very early or very illiquid companies. Later-stage, well-known companies with lots of buyer demand trade much closer to their last valuation.

The point isn't to memorise a number. It's to anchor your expectation to your situation: early + common + tiny + restricted = larger discount; later + more demand + fewer restrictions = smaller discount.

A quick example. Say the last round priced preferred at $20. A later-stage, in-demand company's common might change hands around $14–17 (roughly a 15–30% discount); a very early, illiquid, restricted holding might be $8–12 or less (a 40–60%+ discount). Same last round, very different fair prices — which is exactly why your situation sets the number, not a rule of thumb. Illustrative — run your own range.

Work out your own number in ten seconds

Start from your last round price (or 409A / latest valuation), your share count, and whether they're already exercised. Our free estimator shows a sensible range to anchor on before you talk to any buyer.

Try the free estimator →

Want the full walk-through — valuing your stake, setting a floor, negotiating without giving away your position? It's inside the Equity Toolkit (€39), in a Europe and a US edition.

What discount is fair when you sell startup shares?

Why private shares sell below the last round price

So what's a "fair" range?

Work out your own number in ten seconds

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