Model how your SAFE notes convert at a priced round. See the cap, discount, and ownership for each SAFE investor.
A SAFE (Simple Agreement for Future Equity) is not debt and has no fixed share count up front — it turns into shares at the company's first priced equity round. To reward the investor for taking early risk, it converts at a discount to the round price. The SAFE uses whichever of two prices is lower (giving the investor more shares):
Use the converter below to model multiple SAFEs, MFN terms, and the full conversion waterfall at your priced round.
When a priced round happens, SAFEs convert at the lower of (a) the valuation cap divided by the company's valuation, or (b) the discount applied to the price per share. This gives SAFE investors a better price than the round investors, rewarding them for their earlier risk.
See how each SAFE converts and the ownership each investor receives.
See how your cap table changes as each SAFE converts. Founders start at 100% and get diluted with each SAFE.
See what each SAFE investor would need to invest in your next priced round to maintain their ownership.
Pro-rata rights allow an investor to maintain their ownership percentage in future rounds by investing additional capital. For example, if an investor owns 5% after your SAFE round and you raise a new round, they have the right to buy enough shares to stay at 5%. Without pro-rata rights, their percentage would shrink (dilute) with each new round.
Each SAFE note's conversion price, share count, and resulting ownership.
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Quick answers to common SAFE conversion questions.
A SAFE (Simple Agreement for Future Equity) is a Y Combinator-created instrument that lets an investor fund a startup now in exchange for the right to receive shares later, at the first priced equity round. It is not a loan — there is no interest, maturity date, or repayment.
Whichever gives the investor a lower price per share (more shares). If the round valuation is well above the cap, the cap governs; if the round valuation is low, the discount may produce the cheaper price. Many SAFEs include both and let the investor use the better of the two.
On a post-money SAFE, ownership = investment ÷ cap, measured after all SAFEs convert but before new cash — so the cap fixes each investor's final percentage directly. On a pre-money SAFE, the cap applies to the pre-round valuation, so final ownership also depends on how much new money is raised. The modern YC SAFE is post-money.
No. All conversion math runs entirely in your browser. Nothing about your SAFE notes or cap table is uploaded to a server or stored anywhere.
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