Cap Table & Equity

Exercise Price (Strike Price)

The price an option holder pays to convert options into shares, set at fair market value when granted.

Formula

Exercise Cost = Exercise Price × Number of Options

Bargain Element = (FMV - Exercise Price) × Options Exercised

Bargain element is taxable income (for NSOs) or AMT (for ISOs)

Definition

What is Exercise Price?

Exercise price (also called strike price) is the price an option holder pays to convert their options into actual shares. It's set at the fair market value when options are granted, based on a 409A valuation.

The difference between exercise price and current value is the option's intrinsic value.

Why Exercise Price Matters

Lower exercise price means cheaper shares and more profit potential. Early employees get lower exercise prices because the company's 409A valuation is lower. As the company grows, new grants have higher exercise prices.

Exercise price also affects tax treatment. The difference between exercise price and fair market value at exercise creates taxable income or AMT liability.

409A Valuation

Companies must get independent 409A valuations to set defensible exercise prices. Granting options below fair market value triggers immediate taxation and penalties. 409A valuations are typically updated annually or after significant events.

Example

Option exercise calculation:

  • Grant date: January 2024
  • Exercise price: $0.50 (409A value at grant)
  • Current 409A value: $2.00
  • Shares vested: 10,000

Cost to exercise: 10,000 × $0.50 = $5,000

Paper value: 10,000 × $2.00 = $20,000

Paper gain: $15,000 (but taxable as income)

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