Stage 2 · Plan the raise
SAFE Conversion & Dilution Calculator
See what your SAFEs convert into at the priced round, with the option pool top-up and new investors.
Free, no sign-up. Your numbers stay in your browser.
Please note. Educational only. This is not legal advice. Real outcomes depend on the exact wording of your documents, so have a startup lawyer confirm them before you sign. Results are estimates based on what you enter. Full disclaimer · How we build the numbers
What this tool does
At a priced round, SAFEs convert into shares at the lowest of the round price, their cap price or their discounted price. The option pool top-up and the conversions both happen before the new money comes in, so they dilute existing holders.
How to use it
- Enter shares outstanding and the unissued pool.
- List each SAFE with its amount, cap, discount and type.
- Enter the round's pre-money valuation, new money and pool target.
The maths, in plain view
- Post-money SAFE price = cap ÷ (shares + pool + all SAFE shares)
- Pre-money SAFE price = cap ÷ (shares + pool)
- Discount price = round price × (1 − discount)
- Round price = pre-money ÷ (shares + pool + SAFE shares + pool top-up)
A worked example
With 9M founder shares, a 1M pool, $150k at a $6M post-money cap and $350k at an $8M post-money cap, a $2M round at a $10M pre-money with a 10% pool target leaves founders and team with about 68%.
Tips
- Model each new SAFE before you sign it: low caps are expensive.
- Negotiate the pool size against a real hiring plan, not a fixed percentage.
Want the full story? Read How post-money SAFEs dilute founders, shown on one cap table.
Questions people ask
How does a post-money SAFE convert?
A post-money SAFE converts so the holder owns roughly the investment divided by the post-money cap, measured before the new round's money. All SAFEs and the existing pool are counted in that capitalization.
Do SAFEs dilute founders?
Yes. SAFEs convert into shares at the next priced round. With post-money SAFEs, each additional SAFE dilutes the founders and other common holders, not the earlier SAFE holders.
What is the option pool shuffle?
Investors often require the option pool to be enlarged before their investment, inside the pre-money valuation. The top-up then dilutes only existing holders, which lowers the effective pre-money.
Keep going
Startup Dilution Calculator
Founder ownership after each round, from seed to Series B, including option pool top-ups.
Stage 2 · Plan the raiseHow Much Should I Raise? Calculator
Size your round from your burn, the runway you want and the cash you'll have when it closes.
Stage 3 · Pitch and closeLiquidation Preference Calculator
Who gets what in a sale: 1x non-participating vs participating preferred, at five exit values.
Related reading: How much should a startup raise? Work it out from burn