Startup Equity Calculator
A private-company stock option is worth nothing until an exit, and its value then depends entirely on the exit price and the preferred stock sitting ahead of it. This calculator shows what your options would be worth net of exercise cost at 0x, 1x, 3x and 10x the last preferred price, your ownership percentage from your own share counts, and what happens if you leave before you exercise.
Key takeaways
- Private-company options never get a single dollar value here — they are shown as a four-row exit grid (0x/1x/3x/10x the last preferred price), each row net of exercise cost, because no defensible mark-to-market value exists for an illiquid minority stake.
- Ownership percentage is your options divided by the total outstanding shares you enter — nothing is assumed if you do not know that count, and it shows as unknown rather than a guessed number.
- Leaving the company starts a countdown: vested options not exercised inside the post-termination exercise window are forfeited entirely, and exercising means paying cash before you know whether the company will ever be liquid.
- The preferred stock ahead of your common shares in the payout order — its liquidation preference, whether it participates, and how many rounds are stacked — can change what an exit is worth to you more than the headline valuation does.
Your inputs
Your result
No single price tag on these options
| Exit price vs. last preferred | Scenario price / share | Value net of exercise cost |
|---|---|---|
| 0x | $0 | $0 |
| 1x | $9 | $130,000 |
| 3x | $27 | $490,000 |
| 10x | $90 | $1,750,000 |
Exercise cost: $50,000 — sunk in full if the exit lands at 0x.
Ownership percentage: 0.0500%
Exercise-window consequence
Questions to ask about the preferred stack
- What is the liquidation preference multiple on the most recent preferred round? 1x is standard; anything higher means more of an exit is paid to preferred holders before common gets anything.
- Is that preferred stock participating or non-participating? Participating preferred can collect its liquidation preference and then still share in what is left over, further reducing what common receives.
- How many preferred rounds sit ahead of this grant, and what is their combined liquidation preference relative to the company’s last valuation? A large combined preference can leave little or nothing for common at a modest exit.
- Do any preferred shares carry a cumulative dividend? An accruing dividend adds to what preferred is owed before common is paid, and compounds the longer the company stays private.
- Does any round include an anti-dilution ratchet? A ratchet that triggers in a future down round can issue preferred holders extra shares, diluting common — including this option grant — further.
- When did the company last raise, and at what price per share? A last preferred price from more than a year ago may no longer reflect what the company is actually worth today, in either direction.
None of this interprets what your option agreement legally entitles you to — read the actual document, and when it matters, an attorney should. See how a startup offer review weighs this equity grant against the rest of your offer.
To weigh this grid against a full base-salary-and-benefits offer, not just the equity, start the 24-Hour Offer Decision Sprint and have the whole offer read before your deadline.
How this result is calculated
Formulas
- Exit-grid value at each multiple
shares × max(0, (multiple × last preferred price) − strike price)- Exercise cost (sunk in full at a $0 exit)
shares × strike price- Ownership percentage
options granted ÷ total outstanding shares (fully diluted) × 100
Assumptions
- Cash-equivalent value assigned to these options:$0 — private-company common stock has no defensible mark-to-market value
- Stock price used in the grid:Flat at each multiple — never appreciated within a row
- Taxes, AMT and withholding:Not included
- Future dilution beyond today’s outstanding-share count:Not assumed or forecast
- Company valuation:Never invented — only the last preferred price you enter is used
This tool computes entirely in your browser. Your figures are never sent to our servers, and nothing about this result is saved to storage or a cookie.
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The 409A "fair market value" your company reports for tax purposes is a separate, lower figure than the last preferred price — it exists to set your strike price and is not the exit value this calculator projects. 26 U.S.C. §409A, Nonqualified deferred compensation plans (Cornell Law School, Legal Information Institute)
When this answer changes
- The company has raised a round since your last preferred-price figure — a new round resets the last preferred price this grid uses, usually downward for common stock if the new round carries a higher liquidation preference.
- Your grant includes early-exercisable shares or an 83(b) election is available — that changes the tax timing this calculator does not model, and the 30-day election window does not wait for you to decide.
- You are comparing this grant against a public or later-stage company's offer — that offer likely prices equity as a liquid, appreciating stock rather than an illiquid option on an unknown exit, which the job offer comparison tool handles separately.
- You already know the preferred stack has more than one liquidation-preference multiple or participating preferred — the exit grid here uses only the last preferred price you enter and does not model a stacked or participating preference.
See how the exit-grid assumptions above are sourced and dated , and use the corrections page to flag anything on this calculator that's wrong .
Frequently asked questions
- Why doesn’t this tool just tell me what my options are worth in dollars?
- Because there is no defensible number to give you. Private-company common stock has no market price, and the 409A "fair market value" used for tax purposes is not the price a share would fetch — it is set below the last preferred price on purpose, since preferred stock carries a liquidation preference that common does not. Any exit value depends on what the company sells or goes public for, which this calculator does not know and will not guess.
- What does the 0x row mean?
- It is the scenario where the company is acquired at or below the last preferred price — common stock, including your options, is worth $0 in that scenario, and any exercise cost you already paid would be sunk in full. It is included specifically because it is a real, non-trivial outcome for venture-backed companies.
- What happens to my vested options if I leave the company?
- Your offer letter or option agreement states a post-termination exercise window — commonly 90 days. Vested options you have not exercised by the end of that window are forfeited, with nothing refunded. Exercising requires paying the strike price in cash, before you know whether the company will ever produce a liquidity event.
- What is the "preferred stack" and why does it matter?
- It is the set of preferred-stock rounds the company has raised, each of which is typically paid out ahead of common stock in an acquisition or IPO. A high liquidation-preference multiple, participating preferred, or several stacked rounds can leave little or nothing for common holders even at what sounds like a respectable exit price.
- What happens to the numbers I enter here?
- Nothing. The calculation runs in your browser only — no figure you enter is sent to our servers or saved to your browser's storage.