AI Explanation
A concise explanation of the article's key points.
Why this matters
Private company valuation works by normalizing earnings, applying a multiple drawn from comparable private transactions, and then discounting for risks a public-market buyer never carries: no liquid market, no daily price, and often a single owner who holds the customer relationships. The 2026 benchmarks are wide. The DealStats Value Index put the median selling-price-to-EBITDA multiple at 3.5x in Q4 2025 across private transactions of all sizes. GF Data, which tracks private-equity-sponsored deals from $10M to $500M in enterprise value, reported 7.3x for the year to Q3 2025 — and inside that band, $10-25M deals cleared 6.4x while $100-250M deals cleared 10.3x.
That four-turn spread is driven mainly by size, not sector. A company with 2M EUR of EBITDA and a company with 20M EUR of EBITDA are not the same asset to a buyer, even in the same industry, and no online multiple table will tell you which side of the gap you sit on. What follows is the method appraisers actually use — three approaches reconciled into one range — and the discounts that decide where inside that range you land.
How private company valuation actually works
There is no share price to look up, so a private company valuation has to be built. The standard sequence is four steps: normalize earnings, select a multiple from comparable private transactions, cross-check that multiple against a discounted cash flow model, then apply discounts for illiquidity and control. If the multiple and the DCF disagree by more than about 20%, one of the two sets of assumptions is wrong and the range is not yet defensible.
The order matters. Owners who start with a multiple they saw online and work backwards almost always overstate the number, because the published multiple was drawn from larger, cleaner, better-diversified companies. I anchor on cash flow first and use multiples as the sanity check, not the other way around.
- Normalize EBITDA or SDE first — remove owner compensation above market, one-off legal costs, and personal expenses, and document each add-back with an invoice.
- Select comparables by size band, not just by industry: the GF Data spread runs from 6.4x below $25M of enterprise value to 10.3x above $100M.
- Reconcile the multiple against a DCF. Use the WACC calculator to set a discount rate you can defend rather than a round number.
- Apply the discounts last. A minority stake in a private company is worth materially less per share than a controlling one.
- State a range, not a point. Buyers trust a defended 8.5M-10.2M EUR more than an undefended 12M EUR.
2026 private company valuation benchmarks
All private transactions
PE-sponsored deals, all sizes
$10M-$25M enterprise value
$50M-$100M enterprise value
$100M-$250M enterprise value
Discount for lack of marketability
The three private company valuation methods, and when each one leads
01
Income approach (DCF)
02
Market approach (comps)
03
Asset approach
Why private companies trade below public comparables
The single most expensive error in private company valuation is lifting a multiple from a listed peer and applying it unadjusted. A public shareholder can sell in seconds at a quoted price with audited disclosure behind it. A private shareholder often cannot sell at all without the other owners consenting, has no quoted price, and faces months of diligence before a buyer commits. Appraisers close that gap with two separate discounts.
The discount for lack of marketability (DLOM) compensates for the absence of a liquid market. The Corporate Finance Institute puts the usual DLOM between 30% and 50%. Option-pricing models applied to a single business often land lower: one published worked example derives 32% from a two-year expected exit and 64% volatility drawn from comparable listed companies. The honest position, and the one experienced appraisers take, is that there is no universal DLOM range — the number has to be evidenced from the expected holding period, transfer restrictions, distribution rights, information access, and the depth of the likely buyer pool.
The discount for lack of control (DLOC) applies separately when the stake being valued cannot direct dividends, hiring, or a sale. The two stack multiplicatively rather than additively: an illustrative 20% DLOC followed by a 20% DLOM reduces a pro-rata value by 36%, not 40%, because the second discount applies to the already-discounted figure. This is why valuing stock in a private company and valuing the whole company produce two very different per-share numbers, and why the question what is my company worth needs a follow-up: worth to whom, and for what size of stake.
- 100% controlling interest: no DLOC, and a reduced DLOM because the holder can force a sale.
- Minority stake with dividend rights: DLOM applies in full, DLOC is moderate.
- Minority stake with no dividend and no exit right: both discounts apply and they compound — a 20% DLOC and a 20% DLOM together cut 36%, not 40%.
- Employee share schemes and 409A-style valuations sit in this territory and should never reuse a whole-company multiple.
What buyers actually price
Buyers care about the numbers, but they price what keeps those numbers stable: customer concentration, retention, cash conversion, and leadership depth. Risk stories move multiples further than growth stories, because a buyer downside case is what sets their walk-away price.
I saw this with Schmidt Logistics, a family-owned freight business. Family dynamics and owner dependence created risk that buyers priced hard — the opening indication came in nearly two turns below the sector comparable. Once we documented the operating processes, moved the two largest customer relationships to a named account manager, and produced twelve months of clean management accounts, the range tightened and the eventual multiple landed inside the sector band. Nothing about the earnings changed. What changed was the evidence that the earnings would survive the owner departure.
Working capital is the other quiet value-killer. Buyers set a normalized working capital target at signing, and if your reported swings are unexplained they will set it conservatively — which comes straight out of the price at completion.
- Keep any single customer below 20% of revenue where possible; above 30% expect an explicit discount.
- Document processes so the business runs without the owner, and be able to prove it with a two-week absence.
- Show retention and renewal evidence with dates and values, not anecdotes.
- Explain working capital swings and seasonality before diligence — model them with the working capital calculator.
- Prove pricing power with a completed price increase before you assume growth in the forecast.
Common private company valuation mistakes
Build a defendable valuation in 30 days
- 01
Week 1: data cleanup
Gather three to five years of financials, reconcile them to tax filings, and document every add-back with an invoice or contract. Anything you cannot evidence, drop — an unsupported add-back discovered in diligence damages every other number you present. - 02
Week 2: normalization
Normalize EBITDA or SDE, build a cash flow bridge from reported profit to normalized earnings, and map twelve months of working capital swings so you can propose the target rather than accept the buyer version. - 03
Week 3: valuation models
Run a DCF and a transaction-comps range in your size band, then reconcile them. If they sit more than 20% apart, revisit the growth rate and the discount rate before you touch anything else. - 04
Week 4: discounts, risk and narrative
Quantify concentration and key-person risk, apply DLOM and, if the stake is not controlling, DLOC. Finalize the report with a documented assumption for every input so it is audit-ready.
Run the numbers on your own company
Try it yourself
Adjust the values to see how DCF works
Current: 500k
Annual revenue growth expectation
Required return on investment
Estimated Enterprise Value
EUR 5.98M
Value range with WACC 11%-13%: EUR 5.40M - EUR 6.69M
Key takeaways
- 01
Private companies sold at a median 3.5x EBITDA in Q4 2025 across all transaction sizes (DealStats Value Index).
- 02
PE-sponsored deals from $10M to $500M averaged 7.3x, ranging 6.4x under $25M to 10.3x above $100M (GF Data).
- 03
Size explains roughly four turns of multiple spread — more than industry does.
- 04
DLOM on a private stake usually runs 30-50% (Corporate Finance Institute); stack DLOC on top and the two discounts compound rather than add.
- 05
A DCF, a comps range and an asset floor that agree within 20% is what makes a valuation defensible.
- 06
Owner dependence and customer concentration reduce the multiple until they are documented away.
Conclusion
Private company valuation is only useful if it holds up under pressure. The benchmarks give you the starting band — 3.5x median across all private transactions, 7.3x for sponsored deals, with four turns of spread explained by size — but the number you actually achieve is decided by evidence: normalized earnings you can document, a discount rate you can justify, and a risk profile a buyer cannot use against you.
Start by normalizing earnings with the EBITDA calculator, pressure-test the result with the DCF calculator, and compare the output against your size band. If you want a formal baseline you can hand to an adviser, build a valuation report and validate it against a realistic discount rate. For the broader method, our guide on how to value a business covers the same ground for owners who are not yet at the private-comparables stage.
Protect the assumptions and you protect the outcome.
Frequently asked questions
- How do you value a private company?
- Normalize the company earnings (EBITDA or SDE) by removing owner-specific and one-off costs, apply a multiple drawn from comparable private transactions in the same enterprise value band, cross-check that result against a discounted cash flow model, and then apply discounts for illiquidity and, where relevant, lack of control. A valuation is credible when the earnings multiple, the DCF, and the asset floor produce answers within roughly 20% of each other. A single method, used alone, is an estimate rather than a valuation.
- What is a typical private company valuation multiple in 2026?
- It depends heavily on size. The DealStats Value Index reported a median selling price to EBITDA of 3.5x in Q4 2025 across private transactions of all sizes, including small asset sales. GF Data, which covers private-equity-sponsored deals from $10M to $500M in enterprise value, reported an average of 7.3x for the year to Q3 2025 — with $10-25M deals at 6.4x, $50-100M at 8.3x, and $100-250M at 10.3x. Roughly four turns of that spread is explained by company size rather than industry.
- What are the main private company valuation methods?
- Three: the income approach (discounted cash flow), the market approach (multiples from comparable private transactions), and the asset approach (net assets restated to fair market value). The income approach leads when cash flows are predictable or contracted, the market approach leads when there is real deal flow in your size band and sector, and the asset approach sets a floor for asset-heavy or loss-making businesses. Professional appraisals run all three and reconcile them rather than choosing one.
- How do you value stock in a private company?
- Value the whole company first, then adjust for the specific stake. A minority holding is worth less per share than a controlling one because it cannot direct dividends, hiring, or a sale. Apply a discount for lack of marketability — the Corporate Finance Institute puts the usual range at 30-50%, though it must be evidenced for your company — and a separate discount for lack of control where the stake carries no governance rights. The two compound rather than add: a 20% DLOC followed by a 20% DLOM cuts 36% off the pro-rata figure. This is why per-share value for an employee share scheme sits materially below enterprise value divided by share count.
- How large is the discount for lack of marketability?
- The Corporate Finance Institute puts the usual DLOM between 30% and 50%. In practice the number is company-specific: option-pricing models applied to a single business often produce lower figures, and one published worked example derives 32% from a two-year expected exit and 64% volatility. Practitioners are explicit that no universal DLOM range exists, and that the discount must be supported by evidence on expected holding period, transfer restrictions, distribution rights, information access, and the likely buyer pool. A DLOM lifted from a generic table is the first thing an opposing appraiser will attack.
- How is private company valuation different from public company valuation?
- Public companies have a quoted price, audited disclosure, and instant liquidity. Private companies have none of those, so valuation rests on assumptions, documented cash flow, and risk adjustments rather than on an observable market price. The practical consequences are that private valuations are expressed as a range rather than a number, that comparables must come from private transactions rather than trading multiples, and that illiquidity and control discounts are applied on top.
- Why do private companies sell for lower multiples than listed peers?
- Three reasons compound. Illiquidity: there is no market to sell into, and the Corporate Finance Institute puts the usual discount for lack of marketability at 30-50% on a private stake. Size: smaller companies carry more concentration and key-person risk, and GF Data shows roughly four turns of multiple spread between the sub-$10M-$25M and $100M-plus enterprise value bands. Information asymmetry: a buyer cannot verify a private company numbers as cheaply as it can read a listed company filings, and it prices that uncertainty into the offer.
- Can I value my own private company?
- You can build a credible working range yourself, and you should — going into a negotiation without one is how owners get anchored by the buyer number. Normalize your earnings, run a DCF, and compare against transaction comps in your size band. What an independent report adds is defensibility: a buyer advisor will discount your own figures on principle, and an external valuation with documented assumptions reduces disputes and shortens diligence. For a sale, a court matter, or a share scheme, use an independent appraiser.
- What financial information do you need to value a private company?
- Three to five years of profit and loss statements, balance sheets, and cash flow statements, reconciled to filed tax returns. On top of that: a schedule of add-backs with supporting invoices, a monthly working capital history covering at least twelve months, a customer revenue concentration table, the current order book or contracted revenue, and a fixed asset register. Missing or unreconciled records are the most common reason a valuation range gets cut during diligence.
- How often should I update a private company valuation?
- At least annually, and again after any material change: a large new contract, a price increase, a margin shift, the loss of a key customer, or a change in ownership structure. If you plan to sell within 12 to 24 months, update every six months so you can see the trajectory rather than a single snapshot. A valuation that is more than a year old will be treated as stale by a buyer and by most courts.
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Written by
James Crawford
M&A Advisor & Former Investment Banker
James Crawford spent 10+ years in investment banking before transitioning to M&A advisory. He now helps SME owners understand their business value and prepare for successful exits. Based in London, he works with companies across Europe and brings a practical, no-nonsense approach to valuation and deal-making.
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