The SAFE Conversion Calculator

Automatically, when you raise a priced equity round (selling preferred stock). There's no minimum raise required to trigger it, and the SAFE converts automatically and then terminates.

Investors get the better of the SAFE Price (post-money valuation cap divided by company capitalization) or the price per share paid by new money investors.

At a discount to the price per share paid by new money investors in your priced round.

A "shadow" series of preferred stock (e.g. Series A-2) issued alongside the new investors' standard preferred stock (e.g. Series A-1). SAFE preferred stock carries the same rights, privileges, seniority, liquidation multiple, restrictions, and preferences; only the initial conversion price, dividend amount, and per-share liquidation amount differ, based on the SAFE Price.

If the round's pre-money valuation is higher than the SAFE's cap, the cap applies and the SAFE holder gets the ownership it implies, which is the usual case. If the round prices below the cap, the cap doesn't bind and the SAFE converts at the price per share paid by new money investors. SAFE holders always get the better of the two.

For a post-money SAFE: outstanding stock, the existing option pool (issued, promised, and unissued), and all other SAFEs and convertible securities, but not the new money or the new or increased option pool created for the round. Those two exclusions are exactly why other SAFEs don't dilute each other, while the priced round's new money and increased pool do.

No. Each post-money SAFE's ownership is fixed at investment divided by post-money cap, with the other SAFEs already in the denominator, so they're additive. Five $100k SAFEs at a $5M cap sell 10%, not 2%. What dilutes them is new priced-round money and the new or increased option pool.

Your existing pool is already inside the "company capitalization", so SAFE holders aren't diluted by it. The new or increased pool in connection with the priced round dilutes both founders and SAFE holders, but not the new money investors. The calculator models this when you add a Series A.

Well under your cap. Ownership sold equals amount raised divided by post-money cap, so raising the full cap sells 100% of the company, and raising more would imply negative founder ownership. Decide your total raise before you start issuing SAFEs.

In one case: if the valuation of your priced round isn't comfortably above a SAFE's cap, that SAFE converts at the new money price and the holder receives more shares than the cap implies. Toggle on a Series A above to see exactly where everyone lands.