TL;DR
A 409A valuation is not a public record. It is a confidential appraisal commissioned by the company under a private engagement, not filed with any government agency. But "not public" isn't the same as "not seen by anyone." Your 409A valuation will routinely be reviewed by investors during diligence, by acquirers in an M&A deal, by underwriters and the SEC if you go public, and by the IRS if you're audited. Employees who exercise options can also infer the underlying fair market value from their strike price. The right mental model: a 409A is private but discoverable — confidential by default, but designed from day one to withstand third-party scrutiny.
Need a 409A reviewed before your next option grant? Book a 20-minute call — I'll tell you in plain English whether yours holds up.
The short answer: confidential, but designed to be defensible
Founders sometimes assume that anything involving the IRS becomes public. It doesn't. A 409A valuation is commissioned by your company under a private engagement letter with an independent appraiser. The resulting report is the company's property. It is not filed with the IRS, the SEC, the Secretary of State, or any other government body at the time it is issued.
So in the everyday sense — can someone Google your 409A? — the answer is no.
But the more useful question is: who actually ends up seeing it? That list is longer than most founders realize, and it's the reason you cannot treat the 409A as a "check the box and stuff in a drawer" exercise.
Who sees your 409A valuation
1. Your board of directors
Almost always. The board adopts the 409A as the basis for the fair market value used in option grants, and the adoption is typically reflected in board minutes or a unanimous written consent. The full report is usually circulated as a board package attachment.
2. Your auditor (if you have one)
Companies preparing GAAP financial statements need a fair-value measurement for stock-based compensation under ASC 718. Your auditor will ask for the 409A — and they will scrutinize it. A 409A that is too aggressive (low strike price) can create audit issues even before any IRS attention.
3. Investors during diligence
When you raise your next round, expect the lead investor's diligence checklist to include your most recent 409A. Sophisticated investors are looking for two things: (1) that you actually have one, and (2) that the methodology and assumptions don't undermine the price they're paying.
4. Acquirers in an M&A transaction
In a sale, the buyer will request every 409A from the past several years, along with the corresponding board approvals and option grant documentation. A stale or under-priced 409A can trigger a purchase price adjustment, an escrow holdback, or — in extreme cases — a representations and warranties insurance exclusion.
5. The SEC and underwriters in an IPO
This is where "private" becomes loudest. Cheap stock issues are a perennial SEC focus area. In the year leading up to an IPO, your S-1 will typically include a discussion of historical 409A valuations and explain any significant jumps. Underwriters' counsel will scrub every grant and every appraisal. If the IPO price is meaningfully above your most recent 409A, you may be asked to record additional stock-based compensation expense.
6. The IRS — but only if audited
The IRS does not collect 409A reports. But if a company or an employee is audited and Section 409A is in play, the IRS will request the appraisal. The safe harbor presumption shifts the burden of proof to the IRS only if the valuation was performed properly. A weak appraisal means you're litigating valuation, not enforcing a presumption.
7. Employees — indirectly
Employees can see their option strike price on every grant document. The strike price is the per-share fair market value as of the grant date. So while no employee will ever see the 409A report itself, anyone holding options can do the math.
8. Tax authorities in your state
Some states piggyback on federal Section 409A. Washington's new 9.9% excise tax under ESSB 6346 (effective January 1, 2028) does not change the federal 409A framework, but the underlying FMV may be relevant for state-tax purposes as well.
What's actually public — and what isn't
| Item | Public? |
|---|---|
| The 409A report itself | No |
| The strike price on individual option grants | No (private contract) |
| Board approvals of option pools | No (corporate records) |
| Cap table | No |
| S-1 disclosures of historical 409A values (post-IPO filing) | Yes |
| Form 10-K disclosures of stock-based compensation | Yes |
| Court filings if litigation involves the valuation | Yes |
| Information disclosed in shareholder disputes or §220 books-and-records demands | Sometimes |
If you go public, expect anonymized historical 409A values to appear in your prospectus. If you litigate with a co-founder, your 409A may end up filed as an exhibit. If you sell the company, the 409A is part of the disclosure schedule. None of these are "public filings" in the way that a Form 10-K is — but they're not secret, either.
Three practical implications
1. Write the 409A like someone will read it skeptically. Because someone will. The appraiser you hire matters. Cheap, fast 409A reports often don't survive contact with sophisticated diligence. A defensible report is one that explains its methodology, addresses key assumptions, and accounts for recent material events.
2. Document board adoption properly. A 409A that the board never formally adopted is significantly weaker. Your board minutes or written consent should reference the valuation report, the appraiser, the effective date, and the per-share FMV.
3. Refresh on the right schedule. A 409A valuation is presumed valid for 12 months or until a material event — whichever is sooner. A new financing, a major customer win, a regulatory change, or significant team changes can all be material events. Issuing options against a stale 409A is one of the most common — and most costly — mistakes I see. For more on when a 409A goes stale and what triggers a refresh, see 409A Valuation Requirements.
Frequently asked questions
Is a 409A valuation a public record? No. It is a private, confidential appraisal commissioned by the company. It is not filed with the IRS or any other government agency at the time it is issued.
Does the IRS see my 409A? Only if your company or an employee is audited on a Section 409A issue. The 409A is not submitted as part of any routine filing.
Can employees see my company's 409A? Employees don't see the report, but they can see the strike price on their option grants, which equals the per-share fair market value as of the grant date.
Will my 409A become public if I go public? Yes, in summary form. Your S-1 will typically disclose historical 409A values, especially any significant changes leading up to the IPO.
Do I have to disclose my 409A to investors? You're not required to volunteer it, but expect any sophisticated investor to request it during diligence. Refusing to provide it is a red flag.
What happens if my 409A is found to be wrong? The 20% federal excise tax under Section 409A, immediate income recognition on the entire deferred amount, plus interest. Employees bear the tax burden personally — which is why a defective 409A is also a serious equity compensation problem.
A lawyer's bottom line
A 409A is private in the technical sense and discoverable in the practical sense. Treat it that way from the start. Hire a competent appraiser, document board adoption properly, refresh on material events, and assume that one day a sophisticated party — an investor, an auditor, the SEC, or the IRS — is going to read it line by line.
If you're issuing options against a 409A you haven't looked at recently, that's the conversation to have today, not next quarter.
This piece pairs with my broader guide to Qualified Small Business Stock and the rules around Section 83(b) Elections for founders considering early equity grants.
Granting equity to your team? Book a 20-minute call — I'll review your 409A and option grant process and tell you whether you're protected.
