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# How to Value Startup Shares When You Want to Sell
Every seller starts in the same place: last round's headline valuation, divided by shares outstanding, equals "my price." It is a reasonable first move and a poor final one. Here is how to get from that anchor to a number a real buyer will actually pay — without anyone pretending to predict the future.
The last round is an anchor, not a price
A funding round prices preference shares — instruments carrying liquidation preference, anti-dilution rights, and board leverage — bought by investors with full diligence access, as part of the company's fundraising story. You are likely selling equity shares with none of those protections, to a buyer with less information, in a one-off trade the company is not promoting.
Same company, different instrument, different transaction. Expecting the same price ignores both differences. And rounds go stale: a valuation set eighteen months ago in a hotter market anchors nobody but the seller. (The buyer-side view of this gap is covered in fair value vs market price for unlisted shares.)
Secondary prints are the real reference
The strongest pricing evidence is what buyers recently paid for the same company's shares — secondary prints. A platform that transacts in the name continuously has the freshest read on where demand actually clears; on Polemarch, quoted prices reflect recent transactions rather than a formula.
Prints have a second, less obvious anchor: tax rules effectively penalise buyers who purchase far below fair market value, which keeps rational trades clustered near defensible valuations rather than at fire-sale prices — a dynamic explained further in tax on selling unlisted shares.
The discounts, itemised
From the anchor, buyers subtract for things sellers tend to forget:
- Illiquidity. There is no exchange to exit through. Money locked into a hard-to-sell asset costs more, so it pays less.
- Block size. Large blocks need scarce large buyers or slow syndication across small ones — bigger blocks usually clear at deeper per-share discounts. Selling in tranches often realises more.
- Information asymmetry. Buyers of private shares see less than round investors did; uncertainty is priced as a discount.
- Share class. The preference-vs-equity gap above, again — because it appears in the price, not just the paperwork.
None of these mean your shares are mispriced. They mean the market you are selling into differs from the one the headline number came from.
Sanity checks, and one firm rule
Cross-check any offer three ways: recent secondary prints in the same name, listed-peer multiples as a rough ceiling-and-floor, and the staleness of the last round. If the three tell wildly different stories, the price needs a conversation, not a formula.
The firm rule: nobody can tell you what the shares will be worth after a listing. IPO timing, pricing, and post-listing behaviour are unknowable in advance, and a sale pitch built on a projected listing price is a red flag, not a valuation. Value what exists today.
Turning a view into an actual offer
A valuation view only becomes real when a buyer commits. Submitting your holding at Polemarch's sell desk gets you a concrete answer — a direct purchase offer from Polemarch (the Polemarch Guarantee), an assisted sale through the buyer network, or a waitlist entry if demand is not there yet. Founders weighing a partial exit have their own considerations at founder liquidity. And before comparing offers, make sure you know whether yours is a primary or secondary trade — the whole selling journey is mapped in the hub guide.
Ready to sell? Start with one request
If you hold unlisted shares, pre-IPO stock, or vested ESOPs, Polemarch's sell desk gives you three routes from a single submission: a direct purchase offer from Polemarch itself (the Polemarch Guarantee — the guarantee is that Polemarch is the buyer, not a promise about price or return), an assisted sale worked through our buyer network, or a waitlist entry that alerts us the moment matching demand appears. Submit the company, quantity, and your price expectation at /dashboard/sell — you see the offer before you commit to anything, and once a transfer is verified, payment settles to your bank within T+2 working days.
*Published by the Polemarch editorial team. Educational only — not investment, legal, or tax advice.*