Do I need a new 409A every year?

A 409A is valid for 12 months from the date it was completed. After 12 months, you need a new valuation before issuing additional stock options. A new 409A is also required after a material event, such as closing a new financing round, regardless of when the last valuation was completed.

The 12-month rule is the baseline. If your last 409A was completed in January 2025 and you want to issue options in February 2026, you need a new valuation first. The prior one has expired.

Material events reset the clock before the 12 months are up. A material event is anything that would significantly change the fair market value of your common stock: closing a priced financing round, entering into or completing an acquisition, achieving a significant change in revenue or operations, or entering into discussions that could result in a change of control. When any of those things happen, the prior 409A is considered stale and a new one is required before issuing additional grants.

Most venture-backed companies need a 409A at least once a year, and often twice: once for the annual refresh and once after a funding round. The timing matters most when you are planning option grants. If you are approaching the 12-month expiry of your current 409A and have grants to issue, start the renewal process before the current one expires.

One practical scenario founders often ask about: what if your 409A expires while you are mid-hire and an offer letter with options is pending? The answer is to pause the grant until the new 409A is in place, or use the prior valuation if the grant date falls before expiry. Issuing grants on an expired valuation carries the same compliance risk as issuing without one.

This article is designed and intended to provide general information in summary form on general topics. The material may not apply to all jurisdictions. The contents do not constitute legal, financial or tax advice. The contents is not intended to be a substitute for such advice and should not be relied upon as such. If you would like to chat with a lawyer, please get in touch and we can introduce you to one of our very friendly legal partners.

Help Center

Yes. Cake tracks NSO and ISO splits automatically across the option pool. The distinction matters because ISOs have a $100,000 annual vesting limit per employee. Options vesting above that threshold are automatically reclassified as NSOs with different tax treatment. Cake applies this tracking without requiring a separate compliance report or manual calculation.

Yes. Cake includes built-in 83(b) reminders for founders and early equity holders. The 83(b) election must be filed within 30 days of receiving restricted stock or early-exercised options. Missing this window is an expensive tax consequence that cannot be reversed. Cake flags the deadline automatically so it is not missed.

Cake's 409A includes expert consultation, methodology documentation, and a 3-business-day turnaround at $1,500 per valuation. The methodology documentation is not standard practice with every provider. It means you can review and defend how the fair market value was reached, rather than relying on a number without explanation.

A 409A is valid for 12 months from the date it was completed. After 12 months, you need a new valuation before issuing additional stock options. A new 409A is also required after a material event, such as closing a new financing round, regardless of when the last valuation was completed.

Yes. Cake's 409A follows IRS safe harbor methodology, performed by qualified independent practitioners. A safe harbor valuation shifts the burden of proof to the IRS in the event of a dispute. It is the standard approach used by companies planning to issue stock options and the one your attorneys and auditors will expect to see.

Yes. A 409A is required before issuing stock options to employees. Without a current 409A, you cannot set a compliant strike price. Options issued without a valid 409A may expose the recipient to adverse tax treatment under IRS Section 409A, including immediate income recognition, a 20% penalty tax, and interest charges.

Cake's 409A costs $1,500 and is completed in 3 business days. The price includes expert consultation and full methodology documentation. Two 409As per year are included on the Team plan. One-off 409As are $1,500 each. Traditional standalone providers typically charge $3,000 or more for the same assessment.

Your 409A history migrates as part of the standard migration process. Cake's team reconciles your historical 409A records alongside your cap table data — prior valuation dates, methodologies, and effective periods. Having the historical record in Cake also makes it straightforward to initiate future 409A updates directly from the same platform.