VC & PE Glossary

What Is Mark-Up?

Updated

Definition

Mark-up is increasing the reported carrying value of a portfolio investment when fair value has risen—often after an up round, strong operating results, or higher public comps.

Useful for: Founders, Investors

Mark-up is an upward adjustment to the fair value at which a fund records a portfolio company on its books.

How it works

Funds mark-to-market on a regular cadence. Mark-ups occur when fair value exceeds prior carrying value:

  • New financing at higher valuation
  • Beating plan with credible path to near-term raise
  • Public peer multiples expanding the implied range
  • Acquisition offers or secondary trades at higher prices

Example: after a Series C at double the prior post-money, the lead fund marks its Series A stake up to reflect dilution-adjusted value gain—paper profit on the LP report, not cash in pocket.

Mark-ups can partially reverse via mark-downs if conditions worsen. LPs distinguish unrealized mark-ups from DPI—cash actually distributed.

Why it matters

  • Founders: Positive marks help your investors raise their next fund and support follow-on checks internally. They also raise expectations for the next round’s pricing.
  • Investors: Interim TVPI includes mark-ups; diligence asks how much is marks vs realized returns.

Common mistake

Treating mark-ups as permanent validation. Without revenue and retention backing, marks ahead of the next priced round can invite sharp markdowns later.

See also mark-down, mark-to-market, TVPI, and up round.

  • Mark-Down — Mark-down is lowering the reported carrying value of an investment on a fund's books—typically when a portfolio company's fair value has fallen since the last reporting period.
  • Mark-to-Market — Mark-to-market is valuing assets at current fair value rather than historical cost—standard for fund portfolio reporting and for adjusting holdings to observable market prices.

Common questions

Short answers for founders, LPs, and operators

← Back to the glossary