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Pre-money and post-money valuation calculator

Enter the terms of a priced round, a SAFE or a convertible note and see what they cost in ownership: post-money, the investor’s share, the option pool shuffle and what a SAFE converts to at the next round.

Post-money valuation
$4.80M
The new investor owns 16.7%. Because the 10.0% option pool is created before the money comes in, your effective pre-money is $3.52M, not $4.00M. That is the option pool shuffle.
Existing holders: 73.3%
Option pool: 10.0%
New investor: 16.7%
Price of 1% of the company
$48k
Dilution to existing holders
26.7%
Investor plus pool
Effective pre-money
$3.52M
After the pool shuffle
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What is the difference between pre-money and post-money valuation?

Pre-money is what the company is worth before the new money comes in; post-money is pre-money plus the investment. The investor’s ownership is the investment divided by the post-money. A $1M investment at $4M pre-money is $5M post-money and 20 percent for the investor. Founders tend to quote pre-money while investors think in post-money, which is where most confusion in term sheet conversations starts.

What is the option pool shuffle?

Investors often ask for an option pool to be created before the round so that it dilutes founders only. If they want 10 percent of the post-money as a pool, that 10 percent comes out of your pre-money. On a $4M pre-money with $1M invested, the pool costs founders $500k of effective valuation. Size the pool to a hiring plan for the next 18 months rather than to a round number.

How does a post-money SAFE convert?

A post-money SAFE converts at the lower of the valuation cap and the discounted price of the next priced round. If the cap applies, the holder’s ownership before the new round is the SAFE amount divided by the cap. The new round then dilutes everyone. Several SAFEs at different caps stack, which is why founders are often surprised at the Series A.

How is a convertible note different?

A note is debt with interest and a maturity date. Principal plus accrued interest converts at the cap or discount, like a SAFE, but if no round happens before maturity the investor can ask for repayment or renegotiate. Notes are common outside the US, where the SAFE is less familiar.

Questions founders ask

Is the SeedScope valuation the same as this calculator?

No. This calculator shows what terms do to ownership. SeedScope’s valuation, part of Founder Pro, benchmarks your startup against 1M+ companies to tell you what the number should be. Start with the free startup score.

Does the calculator handle several SAFEs?

Not yet. Model each SAFE separately against the same next round and add the ownership. A stacked-SAFE calculator is on the roadmap.

Is this legal or financial advice?

No. It is a simplified model for planning conversations. Have a lawyer review any instrument before you sign.

This calculator shows the math. SeedScope shows the number.

Founder Starter is free: your startup score, risk assessment and summary, no card needed. Founder Pro, from $39 a month, opens the full valuation with exit odds, returns and a written analysis, refreshed every week, plus the investors matched to you by name.