How much will you own after Series A?

A priced round dilutes the founders three times, in this order. SAFEs dilute nobody until then: until they convert, each owns its amount divided by its cap.

1. 01

   The SAFEs convert

   Each post-money SAFE turns into shares at the lowest of three prices: its cap's, the round's less its discount, and the round's own.

2. 02

   The pool is topped up

   New options are added until the pool reaches its target share after the round. They come out of everyone already there, the founders included, because the new investors price their shares on the bigger company.

3. 03

   The new money comes in

   The round's investors buy their amount divided by the pre-money plus the amount: a 4M round at a 16M pre-money sells 20% of the company.

4. 04

   What you get

   Your headline is free. With your email: the round-by-round table, what each round cost the founders, how each SAFE converted, the biggest differences from typical terms, an investor's stake and exit, and a PDF.

What each round cost the founders in the first worked example below:

• Seed: 15.3 points to the new investors, 14.1 to the pool top-up and 5.6 to the pre-seed SAFE converting.
• Series A: 11.0 points to the new investors and 4.0 to the pool top-up.

This calculator only counts the rounds you enter. Real companies also give shares to early employees and advisors, and raise bridge rounds and extra SAFEs, so on Carta the founders of a typical company own less after Series A than a forecast shows.

What does pre-money mean here?

The company's value just before the round's new money, counting the SAFEs that convert in the round and the option pool top-up. That's how US term sheets usually quote it, and it's why the pool top-up costs the founders: the new investors' price already assumes the bigger pool.

Post-money or pre-money SAFEs?

This calculator models post-money SAFEs, Y Combinator's standard since 2018. The cap values the company including all the SAFEs, so each SAFE owns its amount divided by its cap until it converts, and a new SAFE dilutes the founders, not the earlier SAFE holders. Older pre-money SAFEs are left out.

I'm raising in Europe. Does a SAFE-like instrument work here?

Mostly, yes. The UK's ASA, France's BSA AIR and German convertible loans all turn into shares at the next priced round, at a capped or discounted price, as a post-money SAFE does. Their details differ: an ASA has a long-stop date, a BSA AIR is a warrant, and a convertible loan earns interest. The calculator treats each as a post-money SAFE, so check your own document's terms.

Why does the pool top-up cost the founders and not the new investors?

Because new investors usually ask for the pool to reach its target before their money comes in, and price their shares on that bigger company. The new options come out of everyone already on the cap table — the founders, earlier investors and the SAFEs converting in the round — not the new investors. On Carta, the median pool was 12.1% after seed and 14.4% after Series A.

What is pro-rata?

The right to buy part of a later round, so your stake shrinks less when new money comes in. Y Combinator's pro-rata side letter gives a SAFE holder that right in the round where the SAFE converts; in later rounds it usually comes from the investors' rights agreement, often only for larger investors. The calculator assumes you take it in every later priced round and adds those amounts to the money you put in. The pool top-up still dilutes you.

Why does the exit needed ignore liquidation preferences?

Preferences decide who is paid first when a company sells for less than investors put in. At the exits that return 3× or 10× an early check, they rarely change an angel's share. The figure is the money you put in, times the multiple, divided by your stake after a typical Series B, as in the SAFE cap checker.

• Startup valuation calculator →What valuation should you raise at?
• SAFE cap checker →For angels: is the cap you've been offered fair?
• Startup runway calculator →How long will the money last?
• Startup valuation data →Every table, for the US and Europe
• Get your deck pre-cleared →See your deck through investors' eyes before you send it.