How to Track Private Company Valuations Between Rounds

How to track private company valuations is a dated print stack, not a single cell you overwrite when a founder emails a round. IPEV's December 2025 Valuation Guidelines (in effect for quarters beginning on or after 1 April 2026): the price of a recent investment is not automatically deemed to be Fair Value. Raziel's 409A vs preferred price page is two cells on one company. This page is the ledger between rounds: last priced round, 409A (common FMV, not your mark), a secondary print, and any write-up or write-down that names a source.

This is not legal, tax, or investment advice. Raziel Holdings, Inc. does not provide it. Copy the documents you have, not a market default.

Last priced round is an input, not a default mark

IPEV 3.10: a recent transaction in the investee company's equity is used to calibrate inputs. The price of a recent investment is not a standalone valuation technique. IPEV 2.3: if that price is deemed Fair Value, calibrate the model to it. Calibration is required by accounting standards. Fair Value at a later date may still equal the last round. Generally it will not, because performance and markets change.

IPEV FAQs (added December 2019): do not assume a recent investment remains relevant without further assessment. A round with significant funds from third parties not in prior rounds, or that is not pro rata, is expected to be a more robust indicator than a round in which all parties simply participated pro rata. IPEV 5.2: an insider round in the same proportion as existing holdings may diminish the commercial need for the transaction to be at Fair Value. An insider down round may indicate a decrease. Use post-money, not pre-money plus cash. Do not apply the headline value of a round automatically to other share classes with different rights. Raziel's guide to startup valuation methods and the startup valuation calculator are for pre-money and post-money round math. Log last preferred as round terms: series, price per share, post-money, close date, whether you bought in. That is not a restatement of cost.

409A is common FMV, not your mark

Cooley GO (last reviewed August 31, 2025): a 409A is an independent estimate of common-stock fair market value, often with minority and lack-of-marketability discounts. A venture-capital valuation is the negotiated price of a new preferred series with additional rights, including liquidation preference. They are apples and oranges. Treasury Regulation §1.409A-1(b)(5)(iv)(B): an independent appraisal meeting §401(a)(28)(C), as of a date no more than 12 months before the relevant transaction (the regulation's example is an option grant), is presumed reasonable unless grossly unreasonable. File the report. Label the cell common FMV, valuation date, provider. Do not paste it onto preferred cost. Do not multiply common FMV by your preferred share count.

Secondary print: file it, do not auto-overwrite

IPEV 3.6(iv): in the absence of an active market, where observable prices are available, consider those prices together with one or more other valuation techniques. IPEV 3.10: a recent transaction in the company may be a basis for recalibrating inputs. Weight depends on size relative to overall ownership, when the price was agreed, and whether new investors participated. IPEV 5.4: Fair Value assumes an orderly transaction. Indicators a print is not orderly include a legal requirement to transact, a forced immediate sale, a seller in or near bankruptcy, inadequate market exposure, or a print Market Participants treat as an outlier. If it is not orderly, that price may not represent Fair Value. Log the secondary as a dated print: date, instrument (common or which preferred series), price per share, size, company tender or third-party trade. Do not invent a bid-ask spread. Do not overwrite last preferred, cost, or 409A unless your valuation policy, applied to these facts, says the print is the better evidence for that unit of account.

A write-up or write-down needs a source

IPEV 2.1: assess Fair Value at each measurement date. IPEV FAQs: when deterioration has occurred, do not apply a discount in tranches using "standard" or formulaic deductions. Base the estimate on current circumstances, facts, and assumptions. There is no industry write-up percentage to paste in after 12 or 18 months. If you move the mark, name the source on that date: last priced round (third-party or insider), an orderly secondary print, company performance against the thesis (IPEV FAQs: KPIs and milestones), or another technique you can document. Attach the evidence. If you have no new evidence, leave the last sourced mark and the date it was set. Do not smooth.

IRR uses cash dates. The mark is unrealized only

CFA Institute's GIPS 2020 standards: money-weighted returns (the IRR used for closed-end and illiquid strategies) must use daily external cash flows for periods beginning 1 January 2020. Residual value to since-inception paid-in capital (RVPI) is a required accompanying metric, not a cash event. The cash dates are wires in and distributions out. The mark is residual: unrealized only. If you feed a write-up into IRR as if cash arrived, you invent a realization. Keep cost and cash history frozen. Update the mark field with a source and a date. Do not treat a 409A, a last-round headline, and a secondary print as interchangeable terminal values.

A workbook holds this if the columns hold: cost and cash dates on one line, last priced round labeled as round terms, 409A labeled as common FMV, each secondary as a dated print, and any write-up or write-down with a source. It fails when one valuation cell overwrites the stack, when IRR treats a mark as cash, or when a formulaic write-up policy stands in for evidence. Raziel's startup investment tracker is the book those instruments already sit on: cash dates, documents, IRR and unrealized gains. Raziel does not set Fair Value and does not give valuation advice. When the next print arrives, add a dated row. Leave the cash history alone.