SAFE note conversion calculator
Enter your SAFE terms and the round it converts into. See whether the valuation cap or the discount actually applies, how much of the company the SAFE investor ends up with, and what is left for the founders — recalculated as you type.
- SAFE investor5.00%
- Founders & existing75.00%
- New round investors20.00%
Post-money cap semantics, one SAFE, no option pool refresh. The SAFE's dilution lands on the founders — the new investors' percentage is set by their own cheque against the pre-money valuation, which is exactly what the post-money SAFE was designed to do.
How do SAFE notes convert into equity?
A SAFE converts when you raise a priced round. Your investment buys equity at whichever term is cheaper — the valuation cap or the discounted round price. The lower valuation wins, so a lower cap means the SAFE holder receives a larger ownership stake.
- Valuation cap: the SAFE converts as if the company were worth the cap, no matter what the priced round says. A $500K SAFE on a $5M post-money cap becomes 10% before the new money lands.
- Discount rate: the SAFE instead converts at a percentage below the round price. A 20% discount against a $20M pre-money round prices the conversion at $16M.
- Whichever is cheaper applies — never both. The cap and the discount are alternatives, and the SAFE holder takes the one that buys more shares.
Why the cap and the discount are not added together
The most common spreadsheet error is applying both terms at once. A SAFE with a $5M cap and a 20% discount converting into a $20M pre-money round does not convert at $4M. It converts at $5M — the cap — because $5M is already cheaper than the $16M the discount implies. The discount only matters when the round prices below the cap, which is what happens in a flat or down round, and it is precisely then that founders discover their model was wrong.
The second surprise is who pays for it. Under the post-money SAFEthat has been standard since 2018, the SAFE holder's percentage is measured after all SAFEs convert but before the new money arrives. The incoming round investors are insulated: their stake is set by their cheque against the pre-money valuation. The dilution from every SAFE you signed lands on the founders.
Modeling SAFE conversions in Excel leads to broken cap tables. Lovie automatically simulates your SAFE notes and converts them accurately during your Series A, keeping your equity mathematically perfect.
Keep going
Once the SAFEs have converted, the next question is what the round itself costs you — the founder equity dilution calculator models the priced round and the option pool shuffle alongside it, and the vesting schedule simulatorcovers when the shares on the other side of that table actually become someone's. If a term on your SAFE is unfamiliar, the cap table glossary defines valuation caps, discounts, and pro-rata rights in plain English.
For the source documents themselves, read Y Combinator's official SAFE primer and templates, which define the post-money instrument this calculator models.