Your equity at exit

The 409A is what your shares are worth on paper today. What you actually take home at exit depends on debt, liquidation preferences, sponsor return, and where the equity multiple lands. Tune the inputs to see the range.

What 409A says

$500,000

Total quoted grant value · 50% vested today

Most likely

Base case — modeled payout

$93,009

0.19× the 409A at 5.0× ARR exit

Upside — sponsor benchmark hit

$404,179

At 8× ARR exit, sponsor MOIC 3.73×

Scenario inputs

Move sliders — everything recomputes live.

Valuation method

Exit multiple (× ARR)

5.0×

SaaS M&A medians: 3.1× private / 4.5× long-term

ARR growth (annual)

EBITDA margin

20%

EBITDA today: $9.6M

Projection years to exit

2 yr

Years already elapsed

4 yr

Counts toward the 8% preferred-return clock

Current ARR ($M)

$48M

Outstanding debt ($M)

$56M

Sponsor PIK shareholder loan

Your grant

Equity grant value at 409A ($)

What the recruiter quoted — e.g. "$500K equity at today's 409A"

Today's company value at 409A ($M)

Ask the recruiter or look at the 409A valuation report. Default assumes ~3× ARR less debt.

Vested today (%)

Time-vested portion already earned. New hire: 0%. Halfway through cliff: 25%.

Your share of MIP pool5.00%

Derived: $500K ÷ (10% × $100M today)

Performance-unlock tiers

The waterfall — where the money goes

Exit value flows through debt → preferred → carry before any equity reaches the pool.

Exit Enterprise Value$264.6M

Outstanding debt−$56.0M

Transaction costs (2%)−$5.3M

Gross Equity Pool$203.3M

Step 1 · Return of Capital−$90.5M

Step 2 · Preferred Return (8%)−$53.1M

Step 3 · GP Catch-up−$13.3M

Step 4 · 80/20 Carried Split−$46.5M

Exit ARR

$52.9M

EBITDA $10.6M

Exit EV

$265M

5.0× ARR · 25.0× EBITDA

Sponsor MOIC

2.23×

vs 3.12× benchmark

Hold years

4 elapsed + 2 fwd

Sponsor realizes 2.23× — below 3.12× benchmark

The PE majority's incentive to sell depends on hitting its benchmark. If the implied MOIC is below 3×, holding longer or running an add-on may be more attractive than selling now.

Break-even ARR: $30M

At the current exit multiple of 5.0×, the company needs to reach $30M ARR before the PE majority hits 1.0× MOIC. Below that, the equity pool can't repay the sponsor.

Bear vs upside spread

At 3× exit you take home $0. At 8× exit it's $404,179. The 409A number doesn't price this range.

What if growth or exit multiple were different?

Every cell is a full waterfall. Click any cell to apply it.

Sensitivity grid

CAGR ↓× ARR →	2×	3×	4×	5×	6×	7×	8×	10×	12×
0%	$0	$0	$0	$45K	$139K	$233K	$327K	$515K	$703K
5%	$0	$0	$0	$93K	$197K	$300K	$404K	$612K	$819K
10%	$0	$0	$30K	$144K	$257K	$371K	$485K	$713K	$940K
15%	$0	$0	$72K	$196K	$321K	$445K	$570K	$819K	$1.1M
20%	$0	$0	$116K	$252K	$387K	$523K	$658K	$929K	$1.2M
25%	$0	$15K	$162K	$309K	$456K	$603K	$750K	$1.0M	$1.3M
30%	$0	$51K	$210K	$369K	$528K	$687K	$846K	$1.2M	$1.5M
35%	$0	$89K	$260K	$432K	$603K	$775K	$946K	$1.3M	$1.6M
40%	$0	$128K	$312K	$496K	$681K	$865K	$1.0M	$1.4M	$1.8M

Legend:< 0.25× of 409A0.25 – 0.5×0.5 – 1.0×≈ 1.0×1.0 – 1.5×1.5 – 2.5×≥ 2.5×Click any cell to apply that scenario.

Per-holder breakdown

How the equity pool splits across the cap table at the current scenario.Click any name, invested amount, or ownership % to edit.

Holder	Invested	Ownership	Payout	MOIC	IRR
Sponsor	$M	%	$156.3M	2.23×	14.3%
Minority VC	$M	%	$25.1M	1.93×	11.6%
MIP	$M	%	$3.7M	—	—
Minority VC	$M	%	$9.1M	2.22×	14.2%
Founder	$M	%	$2.2M	—	—
Minority VC	$M	%	$6.9M	2.18×	13.8%
Totals	$90.5M	100.0%