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SAFE Note Dilution Calculator

Plug in the SAFE terms and your projected next round. See exactly how the SAFE converts, who gets what, and how much dilution you actually take.
SAFE terms
Next priced round
SAFE investor ownership at conversion
3.13%
Effective pre-money
$8.00M
Conversion method
Cap (lower implied price)
Founder dilution from this SAFE
3.13%
Next round post-money
$18.00M
How this SAFE convertsThe valuation cap kicks in because next-round pre-money ($15.00M) exceeds your cap ($8.00M). The investor effectively pays at the cap, getting more equity than other Series A investors at the same investment level.

What is the safe note dilution calculator?

A SAFE (Simple Agreement for Future Equity) is the most common early-stage fundraising instrument. It's a promise of future equity that converts at the next priced round.

This calculator handles the four key terms:

  • Investment amount — what the investor puts in.
  • Valuation cap — the maximum valuation at which the SAFE will convert.
  • Discount — a percentage discount on the next-round price (typical: 15–25%).
  • Post-money vs pre-money SAFE — the post-money version (YC 2018+) is much more dilutive to founders.

At conversion, the investor gets whichever is more favorable — valuation cap or discount.

Why this matters for founders & operators

Most founders dramatically underestimate SAFE dilution. With a $250K SAFE on an $8M cap, founders typically expect ~3% dilution. The actual answer depends on whether it's a post-money or pre-money SAFE, and how many other SAFEs exist.

Post-money SAFEs are stackable in a way that surprises founders: each new SAFE comes out of the founder's stake, not the existing SAFE holders. Five $200K SAFEs at $10M cap = ~10% dilution from SAFEs alone, before the priced round happens.

Run this calculator before signing any SAFE. If the result surprises you, your terms are too aggressive — renegotiate the cap or discount.

How to use this calculator

  1. 1
    Enter the SAFE terms

    Investment amount, valuation cap, and discount. Most YC SAFEs use either cap or discount, occasionally both. The investor gets whichever is more favorable to them.

  2. 2
    Pick post-money or pre-money

    If the SAFE was signed in 2019 or later, it's almost certainly post-money. Older SAFEs are pre-money. The difference is significant for dilution math — post-money locks in the investor's percentage.

  3. 3
    Estimate your next priced round

    Pre-money valuation and how much you'll raise. Be honest — overestimating your next valuation makes the SAFE look less dilutive than it actually will be.

  4. 4
    Read the conversion result

    Whichever method (cap or discount) gives the investor a better price wins. The SAFE investor's ownership percentage is what they own immediately after the next round closes.

  5. 5
    Stack multiple SAFEs

    Have multiple SAFEs in the same round? Run each separately and sum the dilution. With post-money SAFEs you can sum directly; with pre-money SAFEs the math is more complex.

FAQ

What's the difference between a post-money and pre-money SAFE?+
A post-money SAFE locks in the investor's ownership percentage at conversion (the cap is treated as post-money valuation). Pre-money SAFEs share dilution with later SAFEs and the priced round, so they're more founder-friendly. YC's standard SAFE switched to post-money in 2018.
What's MFN (most-favored-nation)?+
An MFN clause says: if you give later SAFE investors better terms, my SAFE automatically gets those terms too. It protects early investors from being undercut and is increasingly common at pre-seed stage.
What if my SAFE never converts?+
If you never raise a priced round, the SAFE sits there. Most modern SAFEs include a 'liquidity event' trigger (acquisition, dissolution) that converts at the cap. If you fail to raise, SAFE holders are usually unsecured creditors — they may get nothing.
Should I use a cap, discount, or both?+
Most pre-seed deals: cap-only. Some seed deals: cap + discount, with the investor getting whichever is better. Discount-only is rare today because investors prefer the certainty of a cap.
How does this differ from a convertible note?+
A convertible note is debt: it accrues interest and has a maturity date. A SAFE is not debt — no interest, no maturity, simpler. SAFEs have largely replaced convertible notes for early-stage rounds.