#equity-instruments
Understanding stock, SAFE notes, convertible notes, and startup financing structures
FASB's ASU 2024-04, mandatory for fiscal years beginning after December 15, 2025, defines a three-part test for whether settling a sweetened convertible-note conversion counts as an induced conversion (expense only the sweetener) or a debt extinguishment (gain or loss against carrying value) — a classification that can swing reported expense by hundreds of thousands of dollars on the same transaction.
On February 27, 2026, the Delaware Supreme Court's Rutledge v. Clearway ruling upheld the 2025 SB 21 amendments to DGCL Section 144, confirming a safe harbor for related-party deals — including founder bridge loans and insider SAFE participation — approved by disinterested directors or a majority-of-the-minority vote. Here's what founders must document to qualify.
FASB's ASU 2025-12 clarifies that a net loss does not automatically make options, warrants, and convertible notes antidilutive: companies must test the combined numerator-and-denominator effect, apply the fix retrospectively to all prior periods presented, and adopt it for annual periods beginning after December 15, 2026.
FASB's ASU 2026-01 requires PIK dividends on equity-classified preferred stock to be measured at the stated contractual rate — not fair value — effective for annual periods beginning after December 15, 2026, with early adoption permitted. Here's what venture-backed startups with PIK preferred provisions should do before their next audit.
Before a Series A term sheet arrives, founders should check three specific cap table failure points — a pre-money option pool shuffle that dilutes only founders, missing or over-vested founder equity, and stacked SAFEs with unmodeled conversion terms — each of which can delay or derail a raise.
Carta, Pulley, and Ledgy are the three leading cap table platforms in 2026, differing mainly on annual pricing ($1,200–$20,000+), US-only vs. multi-jurisdiction equity compliance, and 409A valuation turnaround time.
How independent fractional and outsourced CFOs should structure their books — ASC 606 treatment for retainers and project work, 409A and 83(b) handling for advisor equity, the Section 199A SSTB phase-out at $201,750 single / $403,500 joint, and target utilization and realization benchmarks for a healthy practice.
A practical tax playbook for startup employees holding ISOs or NSOs — covering AMT exposure via Form 6251 line 2i, the 30-day Section 83(b) deadline, the two-year-and-one-year qualifying disposition rule, the $100,000 first-exercisable ISO cap, and the 1099-B cost basis error that causes double taxation.
A practical guide to ESOP repurchase obligation accounting for closely held companies — how ASC 480-10-S99 classifies redeemable shares as temporary equity, how to fund the obligation with sinking funds, COLI, recycling, and redemption, and the bookkeeping habits that keep plan-year valuations defensible.
Section 1059 reduces a corporate shareholder's stock basis by the nontaxed portion of an extraordinary dividend — 5% threshold for preferred, 10% for common — when received within two years of acquisition, with excess immediately taxed as capital gain. This guide covers the thresholds, the 85-day and 365-day aggregation rules, the FMV election, the non-pro-rata redemption exceptions, and the lot-level bookkeeping that keeps corporate finance teams out of audit trouble.
A SAFE usually lands in the liabilities column, not equity, because it promises a variable number of shares for a fixed dollar amount. This guide explains the classification debate, the conversion math, and the journal entries from closing to conversion.
Reg CF lets non-reporting U.S. companies sell securities to the public up to $5 million per rolling 12 months through an SEC-registered funding portal. This guide walks through the $124,000 investor limits, Form C disclosure, bad-actor checks, tombstone advertising, ongoing C-U and C-AR filings, and the bookkeeping for SAFEs, offering costs, and escrow that founders most often get wrong.
