Cookbook
Refresh a 409A
Trigger a valuation refresh on a material event — financing close, asset sale, exec departure — to reset the 409A clock.
Last updated
Trigger a valuation refresh on a material event — financing close, asset sale, exec departure — to reset the 409A clock.
Trigger
A material event occurred or the 12-month safe-harbor is approaching.
Call sequence
1. Request refresh
POST /v1/valuations/refresh { entity, trigger }2. Subscribe and wait
// valuation.completed lands in 7–14 daysIdempotency
Refresh idempotent on `(entity, trigger)`.
Webhooks
| Event | Description |
|---|---|
valuation.completed | New strike-price floor live. |
Errors
| Status | Code | Description |
|---|---|---|
409 | valuation_in_progress | A refresh is already running. |
Variations
Priced round, M&A LOI, secondary transaction, or public-listing event.
The active 409A is automatically marked superseded_by_event on the
trigger; this call requests the replacement.
{
"trigger": "material_event",
"material_event_kind": "m_and_a_loi",
"rush": true
}M&A LOIs almost always set rush: true since the deal closing window
typically demands a fresh 409A on the timeline of weeks, not months.
Active 409A is still in safe-harbor (under 12 months) but a hire wave is about to trigger 50+ ISO grants and you don't want to risk staleness mid-wave. Refresh proactively.
{
"trigger": "pre_grant",
"rush": false
}The new valuation supersedes the active one as soon as it's accepted; any in-flight grants reference whichever valuation was active at grant time, so an in-flight wave doesn't get reshuffled mid-stream.
Engage rush appraisal — ~5 business days vs. 15 standard, with a ~3× engagement fee. Matter routes to appraisers on its rush-SLA roster; not every appraiser participates.
{
"trigger": "material_event",
"material_event_kind": "priced_round",
"appraiser_preference": "scalar",
"rush": true
}Scope policies often cap rush usage (max_rush_per_period) — rush is for
genuine deal-timeline pressure, not standard cadence.
Pre-revenue companies that don't want to pay for an appraiser can issue
a board-determined valuation directly via POST /v1/entities/{id}/valuations with provider: "board". Critical:
this does not establish 409A safe harbor — on audit, the company has
to prove the methodology was reasonable. Acceptable for the very first
409A on a freshly-formed entity with no economic activity; risky for
anything beyond.
curl -X POST https://api.mattermode.com/v1/entities/ent_Nq3KcAbc/valuations \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01" \
-H "Idempotency-Key: $(uuidgen)" \
-d '{
"fair_market_value_per_share": {"amount": 1, "currency": "usd"},
"provider": "board",
"methodology": "Pre-revenue start-up, board-determined per IRC §409A(b)(5)(iv)(C). Methodology factors include comparable transactions in similar early-stage entities and the par value of common stock.",
"effective_date": "2026-04-25",
"expires_at": "2027-04-25"
}'This direct-creation pattern still needs a board-acceptance consent;
chain with run-a-board-consent kind: 409a_adoption against the resulting valuation_id.
FAQ
Related
- Grant employee equity — every ISO/NSO grant references a
Valuation - Adopt an equity plan — the prerequisite
- Issue a priced round — refreshes inline
- Run a board consent —
kind: 409a_adoption