Expected Value
Dilution
Fully Diluted
IPO
M&A
409A
Cap Table
Venture

How to Evaluate Startup Equity: A Quantitative Framework

Build scenario probabilities for IPO, M&A, stay-private, and shutdown; apply dilution haircuts; convert grants to fully diluted ownership; compare to liquid salary. Includes mental models—not investment advice.

3 min read

Executive Summary

Quick Answer

Is there a single formula for startup equity value?

Source: Corporate finance intuition
Quick Answer

What inputs matter most?

Source: Valuation practice (simplified)
Quick Answer

Where do tools help?

Source: Internal tools
Expected value decision tree for startup equity: IPO, M&A, stay private, and shutdown scenarios with probability weights

Figure 1: Probability-weighted framing—inputs are judgment calls, not facts.


Step 1 — Normalize the Grant

QuestionWhy it matters
Shares or options?Options need exercise cost; RSUs deliver shares at vest
FD percentage?Ask how FD is computed (pool included or not)
VestingBack-weighted value to vesting years

Step 2 — Scenario Table (Example Structure)

ScenarioProbabilityEquity value to you (illustrative)
Strong IPO10%$X
M&A25%$Y
Stay private / secondary40%$Z
Down / shutdown25%$0

Use our expected value calculator.

Common mistakes when valuing startup equity: ignoring liquidation preferences, confusing 409A with market value, forgetting dilution

Figure 2: Where intuitive math breaks down for startup grants.


Step 3 — Dilution and Preferences (Qualitative)

  • Later rounds increase FD share count
  • Liquidation preferences can absorb early exit proceeds

Step 4 — Compare to Cash Offer

Use job offer comparison with explicit haircuts for risk.

Comparison of cash salary versus risk-adjusted startup equity on certainty, liquidity, and upside dimensions

Figure 3: Total comp is more than headline salary—risk and liquidity matter.



Disclaimer

Educational only—not investment advice.


Primary sources

SourceURL
Investor.govhttps://www.investor.gov/

Disclaimer

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