Free ForeverNo SignupYC SAFE FormatUpdated 2026

SAFE Note Calculator

Calculate how your SAFE converts — the shares issued, conversion price, and investor ownership at the priced round.

A SAFE (Simple Agreement for Future Equity) converts into preferred shares at the next priced round. The conversion price is the lower of: (1) the priced round share price × (1 − discount rate), or (2) the valuation cap divided by the fully-diluted share count. The investor gets whichever gives them more shares.

SAFE Investment Amount

Total amount invested via SAFE

Valuation Cap

Maximum company valuation for SAFE conversion

Discount RateOptional — applies discount if cap not triggered

Discount on the priced round share price (typically 10–20%)

Priced Round Pre-Money

Pre-money valuation at the qualifying priced round

Fully-Diluted Share Count

Total shares (including options) at the priced round

The Formula

Conversion Price = min(Cap ÷ FD Shares, Round Price × (1 − Discount))

In plain English

Conversion price is the lower of (cap ÷ shares) and (round price × (1 − discount)). Shares issued = investment ÷ conversion price.

Worked Example

SAFE: $500K, cap: $8M, 20% discount, $12M pre-money, 10M FD shares. Cap price: $0.80. Discount price: $1.20 × 0.8 = $0.96. Cap wins at $0.80. Shares: 625,000. Ownership: ~5.9%.

How SAFE Notes Work

SAFEs were created by Y Combinator in 2013 as a simpler alternative to convertible notes. Unlike convertible notes, SAFEs have no maturity date and no interest rate — they are not debt. They convert to equity at the next priced round, giving the investor preferred shares at the conversion price.

The most founder-friendly SAFEs have high valuation caps and low discount rates. The most investor-friendly SAFEs have low caps and high discounts. Most SAFEs in the 2024–2026 market have caps of $5M–$20M for pre-seed and $8M–$30M for seed.

$5–20M

Typical pre-seed SAFE cap

15–20%

Standard SAFE discount rate

Interest rate (unlike convertible notes)

None

Maturity date (unlike convertible notes)

SAFE Terms Benchmarks (2026)

Stage	Valuation Cap	Discount	Investment Size
Pre-seed	$3M–$8M	15–20%	$50K–$500K
Seed	$8M–$20M	15–20%	$250K–$2M
Post-seed	$15M–$30M	10–15%	$500K–$3M

Source: Y Combinator SAFE Documentation · Carta SAFE Data 2024

Common Mistakes

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Setting the cap too low

A low cap that gets significantly triggered at the priced round creates massive unexpected dilution. Model forward: if you're raising at a $2M cap and your Series A is at $20M, SAFE investors convert at a 10× discount, creating significant dilution for later investors and founders.

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Stacking too many SAFEs without a priced round

Multiple SAFE tranches at different caps create a complex cap table that institutional VCs dislike. Most Series A investors want to see a clean priced round — not 15 SAFE holders converting at different prices.

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Ignoring the MFN clause

SAFE notes often include a Most Favoured Nation clause — if you issue a later SAFE with better terms, early SAFE holders get the better terms too. Always model the impact of MFN provisions before issuing multiple SAFEs.