How much of the company will SAFEs and notes take when they convert?
See who owns what after your SAFEs and convertible notes convert in a priced round, with the round's price, the option pool increase and the new money.
A SAFE or a convertible note gives an investor shares later, usually when you next sell shares at a set price (a priced round). How many shares they get depends on the instrument's terms:
- A post-money SAFE with a valuation cap converts at the lower of the round's price and the cap divided by the company's shares just before the round, counting every SAFE and note that converts with it. So its share is roughly the investment divided by the cap, and every SAFE dilutes the founders, not the other SAFEs.
- A post-money SAFE with a discount converts at the round's price less the discount.
- A convertible note is a loan: its principal and interest convert, usually at the lower of a capped price and a discount to the round's price.
This calculator converts them, tops the option pool up to the size the new investors want, and prices the round so that the pre-money valuation includes the converted shares and the new pool, as in Y Combinator's own worked example.
Results
| Holder | Shares | Share of the company |
|---|---|---|
| Founders | 9,250,000 | 51.54% |
| Everyone else from before | 650,000 | 3.62% |
| SAFE or note 1SAFE with a cap, at the cap ($0.3400 a share) | 588,235 | 3.28% |
| SAFE or note 2SAFE with a cap, at the cap ($0.6800 a share) | 1,176,471 | 6.56% |
| New investors$5,000,000 at the round's price | 4,486,425 | 25.00% |
| Unissued option pool | 1,794,570 | 10.00% |
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Worked example: Two post-money SAFEs, then a $5 million round at a $15 million pre-money valuation
The example from Y Combinator's guide to the post-money SAFE: $200,000 at a $4 million cap and $800,000 at an $8 million cap, a 10% unissued option pool wanted after the round, and 10,000,000 fully diluted shares before it.
- Founders' shares now
- 9,250,000 of 10,000,000 (92.50%)
- SAFE or note 1: $200,000 at a $4,000,000 cap
- 588,235 shares at its cap, $0.3400
- SAFE or note 2: $800,000 at a $8,000,000 cap
- 1,176,471 shares at its cap, $0.6800
- Shares just before the round, after they convert
- 11,764,706
- Option pool increase, for a 10% unissued pool after the round
- 1,694,570 shares
- Round price: $15,000,000 pre-money ÷ 13,459,276 shares
- $1.1145
- New investors: $5,000,000
- 4,486,425 shares (25.00%)
- Founders after the round
- 51.54%
This is the example in Appendix II of Y Combinator's guide to the post-money SAFE. The guide rounds the pool increase to 1,695,000 shares and the price to $1.1144, so its share counts differ from these by a few hundred, and it counts one SAFE investor's extra purchase in the round separately; here it is part of the new investors. The founders' 51.54% is the same.
Worth knowing
- Read your own documents: terms vary. The standard post-money SAFE leaves the pool increase made in the round out of the shares its cap is divided by; some notes count it, which gives the note fewer shares. A pre-money SAFE or a note with a pre-money cap converts differently again.
- The round's price here assumes the pre-money valuation includes the converted shares and the pool increase, which is common. If your term sheet says otherwise, the new investors' share and the price will differ.
- A note's interest converts too, so the longer it runs, the more shares it takes. Until it converts a note is debt with a maturity date; a SAFE is not.
- A SAFE investor may also have a side letter giving the right to buy part of the new round (pro rata). Any shares bought that way are counted here with the new investors.
- The shares are fully diluted: options granted, promised and still unissued count as if they were shares, which is how SAFEs and most term sheets count them.
Routes this works for
Sources
- SEC: Common startup securities (SAFEs and convertible notes) · checked October 21, 2026
- Y Combinator: Post-money SAFE, valuation cap only, and discount only (the instrument's own documents) · checked October 21, 2026
- Y Combinator: Post-money SAFE user guide (Appendix II, Example 1: SAFEs converting in a Series A) · checked October 21, 2026
- SEC EDGAR: a convertible promissory note filed as an exhibit (2023): principal and simple interest converting at the lower of a capped price and a discount price · checked October 21, 2026
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