Sunday, November 1

How Private Company Share Prices Are Set: Secondaries, Tenders, and 409A Values

Stock market chart displayed on a screen, showing why a private share price is harder to read than a public one

Search for the share price of a famous private company and you’ll find a confusing mix of numbers. Some are from funding rounds, some from employee stock sales, some from third-party platforms. That confusion makes sense, because a private company doesn’t have one price the way a listed company does. Several different prices exist at once, each measuring something different. Here’s how to read them.

Stock market chart displayed on a screen, showing why a private share price is harder to read than a public one

Why there isn’t a single share price

Public stocks trade on exchanges where buyers and sellers constantly meet, so the price updates continuously. Private shares trade rarely, privately, and often under restrictions. Each sale sets a share price for that deal only. Different classes of shares carry different rights, which also means they’re worth different amounts.

The main kinds of private share price

Primary funding rounds

When a company sells new shares to investors to raise money, the price per share in that round sets a headline valuation. These shares are typically preferred stock, which comes with protections such as liquidation preferences and sometimes anti-dilution rights. Those extras make preferred shares worth more than common shares held by employees and founders.

Secondary sales

In a secondary, existing shareholders sell shares to other investors instead of the company issuing new ones. The company gets no new money. Secondaries let early employees and investors cash out partially and give new investors a way into a hot company. Prices in secondaries can be above or below the last funding round, depending on demand.

Tender offers

A tender offer is an organized secondary. The company, or a large investor, offers to buy shares from employees and other holders at a set price, usually within a fixed window. Companies run these to reward staff, reduce pressure for an early IPO, or bring in a new investor. Rules about who can sell and how much differ from deal to deal.

409A valuations

In the United States, companies must set the exercise price of employee stock options at fair market value of common stock, determined by an independent appraisal known as a 409A valuation. This number is usually much lower than the preferred price in the latest funding round because common stock has fewer rights and is less liquid. Employees sometimes get confused when they see a big headline valuation next to a small option strike price. Both can be correct.

Third-party estimates

Some platforms publish implied prices based on trades in their marketplaces. Those can be useful signals, but volume is often thin, and a few trades can sway the number. Treat them as hints.

Why each share price number differs

  • Share class. Preferred and common stock have different rights and values.
  • Liquidity. Shares you can’t easily sell are usually discounted.
  • Information. Buyers often know less than insiders do.
  • Timing. Market mood shifts quickly, and a price from months ago may be stale.
  • Deal terms. Rights of first refusal, lockups, or transfer limits change what a share is worth.

What a private share price means for employees

  1. Don’t equate the headline valuation with the value of your options.
  2. Learn your strike price, vesting schedule, and exercise deadlines.
  3. Ask whether the company runs tender offers and who qualifies.
  4. Understand the tax implications of exercising, which can be significant, and consult a professional before acting.
  5. Consider that illiquid stock can end up worth much less than expected, or nothing at all.

What a private share price means for investors

Buying private shares through secondary markets carries extra risk: limited disclosure, restrictions on resale, possible company approval requirements, and fees along the way. Some products that claim to offer exposure to private companies use special vehicles that add layers of cost and complexity. Read the documents carefully and be skeptical of anyone promising easy access to hot names.

One company, four share price numbers

It helps to see the idea with invented numbers, not real ones. Imagine a private company that raised money last quarter at 10 per share for preferred stock. That is the headline share price, and multiplying it by all shares gives the valuation in the news.

An independent appraiser sets the value of common stock at 3 per share for the 409A valuation, because common stock has fewer rights and is hard to sell. A secondary sale in a private marketplace goes through at 8 per share, because a buyer wanted in and a seller wanted cash. Finally, a tender offer organized by the company might be priced at 9 per share, open only to certain employees for a limited window.

All four numbers can be true on the same day. Each answers a different question: what did new investors pay, what is the common stock worth for tax purposes, what did one buyer and one seller agree on, and what is the company offering its staff.

If you hold options, this is why the headline figure can mislead. Your strike price is tied to the 409A value, and your eventual gain depends on what the shares are worth when you can actually sell them. For more on how funding changes a company, our guide to what happens when a founder-funded startup takes outside capital is a good next read. A general explanation of the share type involved is in the overview of preferred stock.

The IPO connection

Frequent secondary activity can signal that a company is happy to stay private for now, giving holders liquidity without the disclosure and scrutiny of a public listing. A listing eventually creates one transparent share price, but the process of getting there involves its own timing choices, and market conditions often matter more than any single milestone.

The bottom line on a private share price

A private company’s share price is a family of numbers, each answering a different question. Funding round prices reflect what investors pay for preferred rights, secondaries show what holders and buyers agree on in a specific moment, and 409A values set the baseline for employee options. Knowing which number you’re looking at is half the battle when you read any headline about what a private company is worth.

Featured image: Business man with graph chart on iPad.jpg by PXHERE, CC0, via Wikimedia Commons.

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