AIRTABLE sale: who really loses money in a $2.25 billion exit?

After raising nearly $1.4 billion and reaching an $11.7 billion valuation in late 2021 with its Series F, AIRTABLE is set to be acquired by Italy’s BENDING SPOONS. But the 81% discount does not reveal how the losses will be distributed. Between net cash, preferred shares, secondary sales and stock options, an apparently billion-dollar exit may protect some investors while leaving common shareholders at the back of the line.

A $2.25 billion acquisition would normally belong in the category of great entrepreneurial success stories. For AIRTABLE, however, the outcome looks rather more mixed.

In December 2021, the US no-code software company raised $735 million at an $11 billion pre-money valuation. The round, led by XN, included Franklin Templeton, JPMorgan Growth Equity Partners, MSD Capital, Salesforce Ventures, Silver Lake and T. Rowe Price, alongside several existing investors. AIRTABLE had then raised a total of $1.36 billion since its creation. An IPO was expected to follow, but the reversal in technology markets, driven in particular by rising interest rates, closed that window.

Five years later, Italy’s BENDING SPOONS, freshly listed on Nasdaq, has agreed to acquire AIRTABLE for cash. The value attributed to its shares stands at approximately $2.25 billion, nearly 81% below the 2021 peak. On paper, $9.5 billion has vanished.

But paper valuations are precisely what oversimplify the picture. A valuation is neither money deposited in an account nor a promise that every shareholder will be repaid on identical terms. To determine who is actually losing money, one must examine the less spectacular, but far more decisive, mechanics governing how the sale proceeds will be distributed. We do not, of course, have the details of AIRTABLE’s capitalization table. But the case lends itself to a theoretical analysis that helps explain how valuation mechanisms work.

A business valued at $1.285 billion

The first trap is to treat the $2.25 billion as the economic price of the underlying business. According to the terms disclosed by the companies, AIRTABLE holds approximately $965 million in net cash. BENDING SPOONS will therefore pay for the shares on the basis of an estimated $2.25 billion equity value, but will take control of that cash when it acquires the company. The enterprise value, which measures the price attributed to the operations themselves, is ultimately just $1.285 billion.

This distinction changes the interpretation of the deal. AIRTABLE has received approximately $1.36 billion in capital since its creation. BENDING SPOONS now considers the business built with that money, excluding cash, to be worth slightly less.

This comparison does not mean that investors spent $1.4 billion to create only $1.285 billion in value. Some of the money remains on the balance sheet. Another portion financed product development, customer acquisition, acquisitions, hiring and the shift toward artificial intelligence. AIRTABLE claims more than 500,000 organizations use its products, including 80% of the Fortune 100.

Despite the quality of the asset, the multiple remains low. With approximately $480 million in annual recurring revenue as of June 2026, up more than 20% year on year, AIRTABLE is valued at only 2.7 times ARR on an enterprise-value basis. For a B2B software company of this scale that is still growing, the discount does not necessarily indicate a distressed business. It reflects both the brutal normalization of SaaS multiples and AIRTABLE’s inability to translate its technological transformation, particularly around AI and agents, into an equivalent expansion in revenue. BENDING SPOONS is therefore acquiring a solid company whose business model has not evolved as quickly as its product.

The $11.7 billion valuation in 2021 was not a sale price

The 2021 valuation resulted from the price paid by new investors for a minority stake, extrapolated across all outstanding shares. The $2.25 billion announced in 2026, by contrast, corresponds to the estimated value of all the shares in a change-of-control transaction.

Although the comparison remains relevant for measuring the correction, it cannot be used to calculate each shareholder’s loss directly. Not everyone invested at the same time. In 2018, AIRTABLE raised $100 million at a valuation of close to $1.1 billion. In September 2020, a $185 million Series D valued the company at roughly $2.6 billion post-money. In March 2021, another $270 million lifted that figure to approximately $5.8 billion. Nine months later, the Series F established a new benchmark at $11.7 billion.

An investor who entered when the company was worth tens or hundreds of millions of dollars may still make a capital gain in a $2.25 billion exit. An investor who subscribed to the final round faces a very different outcome.

Even the names involved are not enough to separate the winners from the losers. Benchmark, Thrive Capital, Coatue, CRV and Greenoaks were already investors before the Series F. The same fund may suffer a steep loss on shares purchased in 2021 while remaining profitable on shares acquired several years earlier. It may also have sold part of its position on the secondary market or invested through several vehicles, each with a different entry price.

In a discounted exit, the payout order matters as much as the price

Because AIRTABLE is a private company, its detailed cap table and the rights attached to each class of shares are not public. Yet this is precisely where the answer lies.

Venture capital investors generally receive preferred shares. In a sale, these may allow them to recover part of their investment before the remaining proceeds are distributed to common shareholders, who most often include founders and employees.

Under a standard 1x non-participating liquidation preference, the investor chooses between two options. It can recover an amount equal to its original investment or convert its securities into common shares and receive its pro rata share of the sale proceeds. It cannot normally do both.

Consider an investor that contributed $100 million in exchange for 10% of the company. If the business is sold for $500 million, converting the stake would return only $50 million. A 1x preference would instead allow the investor to recover its $100 million before the balance is distributed.

Applied to AIRTABLE, this mechanism could profoundly alter the picture of the losses. If the $735 million Series F were treated as ordinary shares, with no special protection and no subsequent dilution, the investors would collectively have owned approximately 6.3% of the company after the round. At a $2.25 billion equity value, that stake would be worth roughly $141 million. The investors would therefore recover about 19 cents for every dollar invested, a loss of approximately 81%.

But if those same shares carry a 1x preference, their holders could elect to claim up to $735 million before common shareholders receive anything. And if all the different series carry comparable protections, the approximately $1.36 billion invested across successive rounds could be paid out first, leaving around $890 million to be divided among the other shareholders or those for whom conversion remains more advantageous.

This calculation is an illustrative scenario, not an estimate of the actual distribution. We do not know whether the various series rank equally, whether the Series F has priority over previous rounds, whether the preferences are participating, or whether certain clauses were renegotiated. A few lines of legal documentation can shift several hundred million dollars from one category of shareholders to another.

The 2021 investors lost a valuation, but not necessarily 81% of their investment

The effective loss remains impossible to determine without knowing the liquidation preferences, dilution and any secondary sales. Some funds may have written down their stake over several reporting periods. For them, the transaction may not create a new accounting loss so much as make permanent a correction already recognized.

Recovering the original investment would not constitute a success, however. If the Series F investors received exactly the $735 million they invested in 2021, they would show a gross multiple of 1x after nearly five years of holding the asset. In other words, there would be no return even before accounting for inflation, management fees and opportunity cost.

An investment that merely returns its principal therefore remains an underperformance, even if it does not appear as a nominal loss.

The result must also be examined at the fund level. An early stake acquired for a few million dollars may still generate a significant multiple. Conversely, a position worth several hundred million dollars held by a growth-equity fund launched at the top of the market could weigh heavily on its final performance.

Secondary transactions may already have redistributed the gains and losses

Between financing rounds, shares in private companies can change hands. Founders, employees or early investors obtain liquidity by selling their shares to new buyers. The money goes directly to the seller rather than to the company.

These transactions further blur the final reckoning. A fund may lose money on the shares it still owns while having already recovered part of its investment. An employee may have sold some shares at the peak and retained the rest until the acquisition. Conversely, secondary buyers may have entered late at a price that remained high, even after a discount.

In early 2026, secondary-market estimates valued AIRTABLE at around $4 billion. An acquisition at $2.25 billion represents a further discount of approximately 44%. But these markets are narrow, their prices are often indicative and transactions lack transparency. The latest quoted price is therefore not always the price at which a shareholder could have sold its entire position.

Employees: paid last and forgotten first

Employees are the least visible group in the transaction. They do not all hold the same instruments: common shares, exercised or unexercised stock options, RSUs, or securities still subject to vesting. Their outcome will depend on the amount paid per share, their exercise price, acceleration clauses and whatever remains after preferred rights have been applied.

For employees hired around 2021, the difference could be substantial. An option has value only if the amount received per share exceeds its exercise price. Some employees may also have been required to exercise their options after leaving AIRTABLE, pay the corresponding purchase price and incur a tax liability. Even if they still realize a capital gain, it may remain far removed from the projections associated with the $11.7 billion valuation. Equity formed part of their deferred compensation. The discount therefore reduces not only a theoretical gain, but also the consideration for a professional risk already taken. Taxation adds a final layer of inequality. Depending on tax residency, the nature of the securities, the holding period and the exercise date, two people receiving the same gross amount may retain very different net sums.

The founders and early investors may still make substantial gains

A sale far below the last funding-round valuation does not necessarily erase the gains of the earliest shareholders. Howie Liu, Andrew Ofstad and Emmett Nicholas acquired their shares when the company was worth almost nothing. Even after significant dilution, a residual stake may produce a substantial sum in a $2.25 billion exit.

The same applies to the first funds. Those that invested before the valuation exceeded $1 billion may still generate a positive multiple, provided they retained enough shares. Shareholders that already sold part of their holdings in secondary transactions may present an even more favorable result.

Without the cap table and a complete transaction history, however, it would be hazardous to identify individual winners and losers. The discount is public; each shareholder’s final fortune is not.

What does BENDING SPOONS know that the press release does not say?

The multiple paid ultimately raises a question about AIRTABLE’s underlying economics. A company reporting $480 million in ARR, more than 20% growth and a claimed presence in 80% of the Fortune 100 should, in theory, attract several bidders and command a higher valuation.

However, we know neither its gross margin nor its net revenue retention, customer churn, exact AI infrastructure costs, revenue concentration, discounts granted to major accounts, or the investment required for the new platform. Without these figures, it is difficult to fully understand the price.

AI also confronts AIRTABLE with a paradox. The company was built on the promise that non-developers could create applications without writing code. Agents can now generate interfaces, automations and sometimes complete software directly from a prompt. No-code is not disappearing, but its historical advantage is changing.

AIRTABLE is therefore seeking to become an infrastructure where data, workflows and agents work together. This transition offers a new opportunity, but it requires substantial investment and puts the company in competition with Microsoft, Google, Salesforce, ServiceNow, Notion and a new generation of AI-native platforms.

BENDING SPOONS has not won yet

The Italian group has several qualities associated with an ideal acquirer: proven execution capabilities, a centralized technology platform and a cost discipline that resembles private equity more than the traditional development of a software company.

Its model is now well established. As we have regularly documented, BENDING SPOONS acquires established digital assets, simplifies their organization, centralizes technology and marketing, cuts staff, revises prices upward and then seeks to generate higher margins. Evernote, WeTransfer, Vimeo, Eventbrite and AOL are now part of that portfolio.

The group will have to demonstrate that it can integrate AIRTABLE without placing excessive strain on its financial leverage. Software acquired at 2.7 times ARR may look inexpensive, but less so if the financing is costly or if the savings needed to service the debt weaken the acquired revenue base.

Future returns could also be financed by stakeholders absent from the cap table. After the historical investors, employees and customers may become the adjustment variables. When taking control of acquired companies, BENDING SPOONS executives have not hesitated to eliminate large numbers of positions and raise prices significantly.

The price is public; the loss remains private

In 2021, AIRTABLE said its fundraising gave it the freedom to choose the ideal moment to go public. Five years later, BENDING SPOONS was the company that listed on Nasdaq before using its new financial power to acquire the US business. The transaction neatly captures the change of era.

The $2.25 billion will not tell the same story for every shareholder. The founders and some early funds may still record a profitable exit. Late-stage investors may be partially protected by their preferred rights. Secondary buyers, depending on their entry price, will crystallize a further discount. Employees holding common shares, meanwhile, will discover what remains once the financial waterfall has finally reached them.

In fundraising rounds, the valuation is displayed above the front door. In a sale, the decisive information lies in the order in which everyone reaches the checkout…