Term Sheet MathWaterfallSAFENoteDilutionOption poolValuation

Pre-Money vs Post-Money Valuation Calculator (with cap table)

Convert between pre-money and post-money valuation, find the investor's ownership and price per share, or work out the valuation implied by "$X for Y%". The cap table updates as you type.

How it is calculated

Post-money valuation = Pre-money valuation + Investment. Pre-money = Post-money − Investment.

Investor ownership = Investment ÷ Post-money valuation. If you only know the percentage: Post-money = Investment ÷ Investor %.

Price per share = Pre-money valuation ÷ fully diluted shares before the round. New shares issued = Investment ÷ Price per share. Each holder's % after = their shares ÷ (shares before + new shares).

Assumptions: a single priced round of new shares (primary investment), the pre-money is on a fully diluted basis including the whole option pool, no SAFEs or notes converting and no new pool created in the round. For a pool top-up use the option pool calculator; for SAFEs or notes use those calculators.

Worked example

Founders hold 9,000,000 shares and the option pool 1,000,000. A $2M investment at an $8M pre-money gives a $10M post-money; the investor owns 20%; price per share $0.80; 2,500,000 new shares; founders go from 90% to 72%. If the $8M is instead the post-money, the pre-money is $6M, the investor owns 25% and the price is $0.60.

What is the difference between pre-money and post-money valuation?

Pre-money is the value of the company immediately before the new investment; post-money is the value immediately after, which is pre-money plus the cash invested. The investor's percentage is always calculated on the post-money.

How do I calculate post-money valuation from an investment and a percentage?

Divide the investment by the percentage. For example, $500,000 for 10% implies a $5M post-money and a $4.5M pre-money.

Why does "fully diluted" matter?

The price per share is the pre-money divided by the share count. Counting options and the unissued pool in that share count lowers the price per share, so more shares go to the investor for the same money. Most VC term sheets use fully diluted share counts.

Is a higher pre-money always better for founders?

Not necessarily: a higher headline pre-money can be offset by a larger option pool in the pre-money, liquidation preferences or other terms. Compare effective pre-money and the liquidation waterfall at realistic exit values.

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Disclaimer: These calculators are simplified educational models, not legal, tax, investment or financial advice. Real outcomes depend on the exact wording of your charter, SAFE, side letters and shareholder agreements (e.g. rounding, dividends, anti-dilution, carve-outs, escrow, fees). Always verify with a qualified lawyer or advisor before relying on any figure. No data you enter leaves your browser.