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Founder Secondary Calculator

Model the trade-off: cash out a portion of your shares now, or hold for future upside. See cash today vs total value at a projected exit.
Cash out today
$6.0M
Ownership after secondary
27.00%
Remaining value at round
$54.0M
Long-term comparison (at 5x exit)
With secondary today
$276.0M
Cash + future value
Without secondary
$300.0M
All value at exit
Opportunity cost: $24.0M foregone if the company exits at 5x.
When founder secondary makes sense5-15% secondary at Series B/C reduces personal financial pressure and lets founders make better long-term decisions. Above 25% can signal weak conviction; investors often push back.

What is the founder secondary calculator?

Founder secondary = founders sell a portion of their existing shares as part of a primary funding round. Increasingly common at Series B+ to give founders some financial security and reduce pressure on the company outcome.

Typical sizes: 5-15% of founder shares at Series B/C. Above 25% usually signals weak founder conviction and gets pushback.

Why this matters for founders & operators

The right amount of secondary helps founders make better long-term decisions. The wrong amount changes investor perception of your conviction.

Run the math against multiple exit scenarios. At a 3x exit, secondary today often beats holding. At a 10x exit, the opportunity cost of selling early is significant.

How to use this calculator

  1. 1
    Use realistic exit multiples

    3-5x of current post-money is common; 10x+ is the optimistic case. Run multiple scenarios to see the trade-off.

  2. 2
    Cap secondary at 10-15%

    Most investors are comfortable with this range. Above 25% creates conviction questions.

  3. 3
    Account for taxes on the cash out

    Long-term capital gains is typical (if held > 1 year). The calculator shows pre-tax dollars.

  4. 4
    Discuss with the lead investor early

    Lead investors often facilitate secondary. Bringing it up after the term sheet is signed is too late.

FAQ

Is founder secondary common?+
At Series B/C, yes — 30-50% of rounds at this stage include some founder secondary. Less common at Series A; very rare at seed.
Who buys the secondary shares?+
Usually the new round's lead investor, sometimes existing investors. The price is typically the round price (not at a discount).
Does taking secondary affect my equity story for next round?+
Modestly. Future investors look at remaining founder ownership. Going from 30% to 27% is fine; going from 30% to 18% raises questions.
What's the tax implication?+
Most founders pay long-term capital gains (if held > 1 year). QSBS may apply for big tax savings if held 5+ years and certain criteria are met. Talk to a CPA.