Vladislav SolovevPartner & Head of Research

October 21, 2026 · 6 min read

What Is Private Company Valuation? Methods, Examples and Rules

How a company with no stock market price is valued, where to find the numbers and what they mean for your shares.

  • Valuation
1.0The short answer

The valuation of a private company is an estimate of what the whole business is worth when no stock market sets a daily price. It usually comes from the price investors paid in the latest funding round. Appraisers also compare the company with similar listed businesses or forecast its future cash. The number decides what your shares, options or fund stake are worth on paper.

A headline valuation is not the value of your shares. It is calculated from the price of the newest, most protected class of stock. Common stock held by founders and employees is usually worth less per share. Funds report their own estimates, and buyers of fund stakes often pay below them.

$965B

Anthropic’s post-money valuation after raising $65B in its Series H round

05.28.2026 · Anthropic

$159B

Stripe’s valuation set by a tender offer for existing shares

02.24.2026 · CNBC

12 months

How long an independent appraisal of common stock stays presumed reasonable for US tax purposes

Current rule · Treas. Reg. §1.409A-1

79%

Average price buyers paid for venture fund stakes, as a share of the funds’ reported value

H1 2026 · Jefferies

2.0How it works

How Is a Private Company Valued?

Most published valuations come from a funding round. Investors agree to buy new shares at a price. That price is multiplied by every share the company has issued or promised, including options. The result is the post-money valuation. Subtract the new money and you get the pre-money valuation, what the company was worth just before the round.

  • Anthropic, Series H, May 2026$65B raised at a $965B post-money valuation → $900B pre-money, by subtraction.
  • OpenAI, March 2026Valued at $852B after completing a $122B round, Bloomberg reported.
  • Stripe, February 2026Valued at $159B after a tender offer, in which approved investors bought existing shares.

A round price reflects one negotiation for one class of stock. New investors usually buy preferred stock, which is paid first if the company is sold. So the round price overstates what common stock is worth. Between rounds, the number is not updated by a market. It ages until the next round, tender or appraisal.

3.0Methods

Private Company Valuation Methods

Valuers group their methods into three approaches: what similar businesses sell for, what the company will earn and what it owns. For startups, recent deals in the company’s own stock usually carry the most weight. The table compares the main methods.

Recent round
How it worksPrice per share × fully diluted shares
When it is usedAny company that has just raised money
Weak pointUses the preferred price for all shares
Comparable companies
How it worksApplies multiples of listed peers, such as value to revenue
When it is usedCompanies with revenue and listed peers
Weak pointPeers may differ in growth and size
Comparable deals
How it worksUses prices paid in acquisitions of similar companies
When it is usedMature companies in active sectors
Weak pointFew deals, often with undisclosed terms
Discounted cash flow
How it worksForecasts future cash and discounts it to today
When it is usedCompanies with predictable cash flows
Weak pointSmall input changes move the result a lot
Net assets
How it worksAdds up what the company owns, minus what it owes
When it is usedHolding companies, asset-heavy firms
Weak pointMisses the value of growth and know-how
Secondary prices
How it worksUses prices in tender offers and private share sales
When it is usedLate-stage companies with active trading
Weak pointThin trading, often in common stock only

Each method answers a different question. Valuers often run several and weigh the results

Factors per Treas. Reg. §1.409A-1(b)(5)(iv)(B) (assets, cash flows, comparables, recent transactions) · as of October 2026.

Valuation Methods for Private Company Shares

A company value still has to be split among the share classes. Preferred holders are paid first, up to their liquidation preference. So each class gets its own price. Appraisers use an option pricing model, often calibrated to the last round (the OPM backsolve), or weigh exit scenarios by probability (PWERM). They then apply a discount for lack of marketability, because a private share cannot be sold quickly.

For US tax purposes, the common stock price behind employee options comes from a 409A valuation. The rule lists the factors a reasonable method weighs: the company’s assets, its expected future cash flows, the value of similar companies, recent arm’s-length deals in its stock and discounts for lack of marketability.

4.0In funds

How Private Equity Funds Apply Company Valuation Methods

Private equity and venture funds report each holding at an estimate of fair value, usually every quarter. They use the same methods. A buyout fund leans on multiples of profit and cash flow. A venture fund usually starts from the last round and adjusts for later news. The sum is the fund’s net asset value (NAV), which feeds into measures such as TVPI and RVPI.

NAV is the manager’s estimate. When investors sell fund stakes on the secondary market, buyers often pay less. In the first half of 2026, LP portfolios sold at 87% of NAV on average, Jefferies reports. Venture fund stakes sold at 79%.

5.0Finding a number

How to Find a Private Company’s Valuation

There is no ticker to look up. Here is where the numbers come from, from most to least direct:

  1. Company announcementsMany companies publish the round size and post-money valuation, as Anthropic did for its Series H.
  2. Press reportsFinancial media report valuations from people familiar with a deal. Treat these as estimates until the company confirms them.
  3. SEC filingsA Form D notice on EDGAR shows how much a company is raising and has sold. It does not state a valuation.
  4. Tender offers and secondary tradesA tender price is a recent price for existing shares. Private-market platforms also show bids and trades in some companies.
  5. Your own documentsEmployees see the 409A value in option grants. Fund investors see their holding’s value in quarterly reports.

Each source answers a different question. A round price is for preferred stock. A 409A value is for common stock on a tax date. A secondary bid is what one buyer will pay today. Note the date and the share class of every number you find.

6.0Stock price

What Is a Private Company’s Stock Price?

A private company has no single stock price. On any day, it can have a round price for preferred stock, a 409A value for common, a tender price and private bids. The gaps between them are normal. They reflect the rights of each class, the wait before a sale and who is buying. The pre-IPO shares page shows how these prices line up for a holder.

For tax, the IRS works from fair market value: the price at which property would change hands between a willing buyer and a willing seller. Neither may be under pressure to deal, and both must know the relevant facts. A forced sale or a sale to a friend does not meet that test.

7.0Example

Private Company Valuation, Worked Through

A company sells Series C preferred stock at $20 a share and raises $100M. It has 50M shares on a fully diluted basis, which counts options and convertible securities. Revenue last year was $80M. Here is how the methods compare.

Series C post-money ($20 × 50M shares)
Company value$1.0B
Per share$20.00
Pre-money ($1.0B − $100M raised)
Company value$900M
Per share$18.00
Comparable companies (10 × $80M revenue)
Company value$800M
Per share$16.00
Discounted cash flow
Company value$700M
Per share$14.00
Secondary bid for common stock
Company value—
Per share$15.00
409A value of common stock
Company value—
Per share$7.00

Illustrative figures for an invented company. The headline is $1.0B, yet common stock is valued at $7.00 a share, 65% below the round price

Illustrative example. Method factors per Treas. Reg. §1.409A-1(b)(5)(iv)(B) · as of October 2026.

The company value ranges from $700M to $1.0B depending on the method. The share price ranges from $7 to $20 depending on the class and the buyer. If you hold common stock, the $20 headline is the least useful number on the page.

8.0Rules

Key Rules for Private Company Valuation, as of October 2026

Treas. Reg. §1.409A-1, method
What it saysA reasonable valuation weighs assets, future cash flows, comparable companies, recent deals and marketability discounts.
What it means for youSets the floor for option strike prices.
Treas. Reg. §1.409A-1, timing
What it saysA value calculated for a date more than 12 months earlier is not reasonable.
What it means for youCompanies refresh their 409A at least yearly.
Treas. Reg. §1.409A-1, safe harbor
What it saysAn independent appraisal no more than 12 months old is presumed reasonable. The IRS can rebut it only if grossly unreasonable.
What it means for youWhy companies hire outside appraisers.
Treas. Reg. §20.2031-1(b)
What it saysFair market value is the price between a willing buyer and seller, neither under compulsion, both informed.
What it means for youThe test the IRS applies to gifts and estates of private shares.
Form D
What it saysA public SEC notice of an exempt offering, with the amounts offered and sold.
What it means for youShows a raise happened, without a valuation.

Tax rules shape how common stock is valued. No rule makes a company publish its overall valuation

As of October 2026 · 26 CFR 1.409A-1(b)(5)(iv)(B), 20.2031-1(b); SEC Form D FAQ (07.09.2026). US federal rules only.

9.0Common mistakes

Common Mistakes in Reading Private Company Valuations

  • Using the headline for your sharesThe post-money valuation uses the preferred price. Your common shares are usually worth less.
  • Ignoring the dateA valuation is a snapshot. A round from two years ago says little about today.
  • Mixing pre-money and post-moneyPost-money includes the new cash. Confusing the two misstates the price per share.
  • Treating NAV as a sale priceFund stakes often sell below NAV. Venture stakes averaged 79% of NAV in the first half of 2026.
  • Reading a press figure as factUnconfirmed reports can be wrong or describe a round on unusual terms. Check the source.
Key point

A private company has many valuations, each for a different class, date and buyer. Before you use any number, ask which share it prices and when it was set.

11.0Terms

The Terms This Page Uses

Private company valuation
An estimate of what a company whose shares do not trade on an exchange is worth.
Post-money valuation
The company’s value right after a round: the round price times all shares, including the new ones.
Pre-money valuation
The company’s value just before a round: post-money minus the new money raised.
Fully diluted shares
All shares outstanding plus every option and convertible security as if turned into shares.
Fair value
The estimate of what a holding would sell for, which funds use to report their investments.
Net asset value (NAV)
The total estimated value of a fund’s holdings, minus its debts.
409A valuation
An independent appraisal of a private company’s common stock, used to set option strike prices.
DLOM
A discount for lack of marketability: the price cut for a share that cannot be sold quickly.
12.0Questions

What People Ask About Private Company Valuation

13.0Sources

Where Every Figure on This Page Comes From

Figures were last checked on October 21, 2026. Tax rules are cited for the United States. Company valuations are as reported on the dates shown and change.

  1. 01Anthropic05.28.2026Series H announcement — $65B raised at a $965B post-money valuation
  2. 02Bloomberg03.31.2026OpenAI valued at $852B after completing a $122B round
  3. 03CNBC02.24.2026Stripe valued at $159B after a tender offer
  4. 04Cornell LII · 26 CFR 1.409A-1Current ruleReasonable valuation factors, 12-month limit, independent appraisal presumption
  5. 05Cornell LII · 26 CFR 20.2031-1Current ruleFair market value: willing buyer, willing seller
  6. 06US Securities and Exchange Commission07.09.2026Form D FAQ — public on EDGAR, offering amounts
  7. 07Jefferies07.2026Global Secondary Market Review — LP portfolio pricing 87% of NAV, venture 79%, H1 2026

This page explains how a market works. It is not investment advice, not a recommendation of any security, strategy or company, and not an offer to sell or a solicitation to buy anything. Private companies may never list or be acquired, positions in them can be illiquid for years, and the entire amount invested can be lost. Figures are accurate as of the dates shown and change. Requirements for investor status, and the tax treatment of a private holding, differ by jurisdiction — the jurisdiction is named wherever this page discusses either. Prepared by the AXEVIL Capital research team.

What closed on the private market in the past two weeks

The rounds that priced, the tender offers that opened and the listings that filed — with the structure of each deal and the date on every figure. Written by the team that reads the paperwork.

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