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GLOSSARY ยท STARTUP

Exercise Price / Strike Price

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Quick Definition

The fixed price per share that an option holder pays to convert their stock options into actual shares of company stock.

What Is Exercise Price / Strike Price?

The exercise price (also called the strike price) is the price you pay to turn your stock options into actual shares. It's set at the time the options are granted and it stays fixed, regardless of how much the company's value changes afterward. If your exercise price is $0.50/share and the company eventually goes public at $20/share, you still pay $0.50 for each share you exercise โ€” that spread is your profit.

The exercise price must be set at or above the fair market value (FMV) of the company's common stock on the grant date, as determined by a 409A valuation. This is an IRS requirement, not a suggestion. Granting options below FMV ("cheap stock") triggers Section 409A penalties for the recipient and can create serious problems during IPO audits or due diligence.

For early-stage employees, the exercise price is typically very low because the common stock FMV is a fraction of the preferred stock price. An employee who joins at the seed stage might have a $0.10 exercise price; someone who joins at Series B might have a $2.00 exercise price. The earlier you join, the lower your strike price โ€” which is one of the financial incentives for joining early-stage startups despite the lower cash compensation.

Why It Matters for Startups

The exercise price directly determines the economics of your equity compensation. A low exercise price means you pay less to acquire shares, and your potential upside is larger. It also affects exercise decisions: if the current FMV is close to your exercise price, exercising is cheap. If the gap between exercise price and FMV is huge, exercising might cost real money and trigger tax events. Understanding your exercise price helps you plan when and whether to exercise โ€” and how much cash you need to do it.

Example

You have 20,000 stock options with a $0.50 exercise price. To exercise all of them, you'd pay $10,000 (20,000 ร— $0.50). If the current FMV is $5.00/share, your shares would be worth $100,000 โ€” a $90,000 paper gain on a $10,000 investment. But be careful: for NSOs, that $90,000 spread is taxed as ordinary income at exercise. For ISOs, it could trigger AMT. Many employees exercise early (when the gap is small) to minimize the tax impact and start the clock on long-term capital gains treatment.

Key Takeaways

  • โœ… Exercise price is fixed at grant and must equal or exceed the 409A fair market value
  • โœ… Earlier employees typically get lower exercise prices โ€” a reward for joining early
  • โœ… Exercising requires paying the exercise price in cash (exercise price ร— number of shares)
  • โœ… The spread between exercise price and current FMV determines both your upside and your tax bill
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How Holdings Helps

Holdings gives startups and their employees clear financial visibility โ€” helping everyone understand what their equity is actually worth.

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