Pros & Cons of New Valuations and Stock Option Repricing

Pros & Cons of New Valuations and Stock Option Repricing (and Other Considerations)

March 13, 2023

With an ever-changing business environment, sustained stock price declines might be a new thing for you or your employees. Whether you’re experiencing market volatility or customer pains, you may be wondering, is it the right time to consider a new common stock valuation?

The answer is: maybe. And it all depends on circumstances. Regardless, as a private company, you have control.

Pros of Doing a New Valuation

1. Equity compensation can help with employee retention

Stock options are an additional form of compensation. When used appropriately, they can serve as a morale booster and give employees a greater stake in the future of the company. By executing a new valuation, companies may be able to reduce the price of their stock, thereby distributing options to employees at a lower cost — providing them with valuable assets with more upside potential.

Remember that valuation experts use information that is known or knowable as of the valuation date. So, a new valuation in the trough of the market could make your company more attractive if you are hiring.

Of course, if the value has declined, you must also be sensitive to giving new employees options below existing employees. What this means and how you communicate this is important. You might even consider repricing existing underwater options to further incentivize current employees (keep reading as we will dive deeper into this shortly).

2. If you are raising capital, fair market value likely needs to be recalculated

If you have a new round of financing with new investors, this is a well-known reason to update your valuation. Even if you have taken on more money from existing investors either as a follow-on or an extension of an existing round, you may want to consider a new valuation. Existing investors are already well apprised of the health, viability and roadmap of your company, so this may not be a true indication of fair market value. Further, you may have to give up some additional preferences or warrants as part of the transaction, which would impact the value.

Any time you do an “internal round” there can be complexity in the next valuation, so it’s important to discuss structuring decisions with a valuation expert in advance so you understand the impact.

3. It may enhance value for employees in advance of a merger or acquisition

If it is appropriate to do so and will not disrupt or endanger an ongoing M&A process, a potential decline in value may be an opportune time to execute a new valuation (and repricing or issuance of new options). This allows employees to receive equity compensation at an advantageous price before the company is acquired, as opposed to them having underwater options during a closing and getting minimal or no return as well as missing out on future upside with the acquirer. It is important to have the employees and company aligned on strategic initiatives and for employees to participate in the company's growth and value.

Cons of Doing a New Valuation

1. It may distract from fundraising and establish conflicting data points

If you’re doing a new funding round, this is not the time to try to lower the stock price. Ultimately, the new round will likely be the best indication of value, so it is generally not fruitful to do a valuation close to raising a new round. Although investors (and acquirers) do their own valuation, it may draw unnecessary questions from potential investors as to why you are revaluing the company for compensation purposes prior to the round.

Additionally, it is usually a poor data point from a tax perspective to have a valuation done right before another with differing values. The value derived from the funding round is a market-based input and will carry more validity from a valuation perspective. Any conflict between two such valuations could do more harm than good.

2. If you expect a short-term rebound, it might not be worth the effort

Sometimes the process of going through a new valuation simply isn’t worthwhile. If it only manages to lower the stock price by an insignificant percentage, it may not be worth the effort. For example, you may not be willing to reprice your underwater options if the price went from $1.10 to $1.03, and you expect to rebound in three to six months (although some companies do).

Ultimately, this comes down to understanding the qualitative and quantitative factors of how your business has been and is expected to be impacted. The valuation considers not only the macroeconomic factors, but also your future forecast and expectations. These can be potentially compounding elements that might negatively impact the valuation.

Generally, the longer your expected road to recovery, the more beneficial it is to get a new valuation now. If the runway to reaching old highs is a year or more off, a valuation now may be more beneficial than if that’s three to six months away.

These are all important considerations when thinking about a new common stock valuation. Each company has its own unique set of factors to weigh.

What to Do With Underwater Options

Within the context of a lower valuation, the question then is whether you should address your underwater stock options or stock appreciation rights (SARs) for existing employees — we’ll address these collectively as “underwater options.” To answer this question, you have four main options which we’ll explore below (the last two may not be as well received by employees):

1. Reprice underwater options

You could make an immediate replacement of the underwater options with a new option or SAR that has an exercise price equal to the market value at the time of the new valuation date. All remaining terms (vesting, expiration date, etc.) will generally remain the same, but these could also be modified to help offset investor concerns.


  • You create a non-cash employee morale boost because employees believe the company is willing to invest further in “me” and our collective future.
  • Stock option holder consent is generally not required if you do not modify any other terms. (So, you may be able to avoid a formal tender offer. Always consult your legal counsel on this.)
  • It is relatively easy to explain and easy for employees to understand.


  • New awards may become underwater again.
  • Modification and incremental value calculation require new Black-Scholes assumptions or even a lattice model.
  • It requires additional financial statement disclosures.
  • It may be negatively perceived by investors.

2. Exchange underwater options for full value awards

You can exchange the underwater options for a different type of equity-based award, for example, restricted stock units (RSUs). Since these are considered “full value” awards, the number of shares in the new award is usually less than the number of shares from the cancelled options. The ratio is generally between 1/4 and 1/2. Other terms such as additional vesting could be added.


  • You create a non-cash employee morale boost because employees believe the company is willing to invest further in “me” and our collective future.
  • It protects employees against potential further stock price declines.
  • It reduces overhang and the number of shares outstanding.
  • It preserves shares available for future issuances.
  • Modification and incremental value are easier to calculate and can be minimized or eliminated.
  • Generally, the new RSUs are structured as liquidity-based RSUs, and so you’re able to defer any incremental expense.


  • Typically, it requires a tender offer and the consent of option holders.
  • Employees have no control over the timing of a future taxable event.
  • All tax is ordinary income until a sale, whereas incentive stock options (ISOs) offer a portion to be taxed under alternative minimum tax (AMT).
  • It may be more difficult to explain to employees why they have fewer shares than before.
  • It requires additional financial statement disclosures.
  • It may be negatively perceived by investors.

Potential negative perception by investors is a common disadvantage between both alternatives. (Although, we have rarely seen this in practice. In fact, we have seen some investors pushing for it because they understand the importance of employee retention.)

3. Grant additional equity compensation

Instead of repricing underwater options, you could simply grant more options or SARs at the new price.


  • The company does not have to go through the legal or accounting process of a reprice/exchange.


  • Dilution: By issuing more awards without cancelling the prior awards, the amount of overhang and dilution will increase.
  • To avoid at least some dilution, you likely will not give employees the same number of new options that they have underwater, so they may not feel made whole.
  • It reduces your option pool that is allocated for future hires.

4. Do nothing

You could simply wait and see if the stock price will recover and attempt to reassure employees that the market volatility does not reflect the company’s true long-term value.


  • Investors do not get a reset, so there is the perception that employees are aligned with them.
  • No additional actions are needed beyond employee messaging.


  • Employee discontent can lead to future retention issues.
  • New employees coming in get better economics than existing employees.
  • Current employees may not participate in future liquidity to much or any extent if the price does not rebound.

Other Considerations for Repricing or Exchanging

For tax purposes, if you reprice ISOs, some of the new options may be converted to non-qualified stock options (NSOs). Additionally, the qualifying disposition clock gets reset.

Under ASC 718, a repriced or exchanged option is considered a modification. Incremental compensation expense is recognized to the extent that the replacement grant’s fair value is greater than the fair value of the cancelled options. On the positive side, your pool of shares available for future grants may increase significantly if you choose an RSU exchange program.

The Bottom Line

As a private company, you have various considerations when looking to complete a new valuation or stock option repricing. We encourage you to think about your long-term business goals and short-term employee morale. Often, a reset of the stock price and stock option exercise price can be beneficial in balancing both. Whatever route you take, make sure to consider the pros and cons holistically and include your team of advisors (including those who specialize in employee communications).

Contact our equity management experts for questions or help with determining whether now is the right time to do a new common stock valuation or stock option repricing, or to explore more ways to take control of your business operations and stabilize your future.

Stay In Touch

Sign up to stay up-to-date with the latest accounting regulations, best practices, industry news and technology insights to run your business.

Related News and Insights
FAQs on SEC Pay Vs. Performance Disclosure Rules: Be Ready for Proxy Season
Don’t be left scrambling to meet these expansive new disclosure requirements in an already busy time of year.

February 28, 2023
Law Firm Cuts Manual Accounting Tasks, Improves Processes and Employee Retention With New Tech Stack
Case Study
Here’s how digital transformation helped the firm focus on its core business, reduce expenses and secure its future.

April 04, 2022
Key Equity Considerations for Private Companies Before Going Public
Help ensure a smoother and more successful public filing by preparing a thorough equity management program.

June 22, 2021