Pre and Post Money Valuation Calculator - Pre-Money, Post-Money, Dilution
Use this pre and post money valuation calculator with investment and ownership percent to see pre-money, post-money, price per share, and dilution.
Pre and Post Money Valuation Calculator
Results
What Is This Calculator?
A pre and post money valuation calculator turns a new investment and the investor's equity percent into the company's pre-money valuation, post-money valuation, and founder-side dilution. Use it when sizing a priced round, comparing term sheets, stress-testing a SAFE cap, or reading a venture term sheet. The output starts a conversation with lawyers and lead investors - it does not replace them.
- • Priced equity rounds: Translate a dollar investment and a percent ownership on a term sheet into pre-money, post-money, and price per share.
- • SAFE cap sanity check: Test how a SAFE valuation cap would convert against a priced lead round before signing a side letter.
- • Dilution review: See how much of the cap table existing holders keep when a new investor takes a given slice.
- • Scenario planning: Compare a flat, up, or down round without rebuilding a full cap table.
Pre-money and post-money valuation are usually quoted together because the difference between them is exactly the new cash. That connection makes the math small enough to run by hand, but the small formulas get confused surprisingly often when term sheets mix SAFE caps, discount rates, and conversion mechanics in the same paragraph.
Once the post-money cash and valuation are in front of you, the Free Cash Flow Calculator can help you check whether the new round actually supports the operating plan you are funding.
How It Works
The calculator runs the same three-step identity that venture term sheets use, then extends it with a price-per-share block when you supply a pre-money share count.
- Investment: New cash coming onto the balance sheet in this round, in your reporting currency.
- Investor ownership %: Post-money equity percent the new investor will hold after the round closes.
- Pre-money shares: Total fully diluted shares outstanding immediately before the round, used to derive the price per share.
- Post-money valuation: Total implied value of the company after the cash lands.
- Pre-money valuation: Implied value of the company right before the new cash arrives.
- Price per share: Pre-money valuation divided by pre-money shares; the price the new investor is effectively paying per share.
The first step is the identity that ties every term sheet together: the new cash divided by the post-money ownership percent equals the post-money valuation. It holds for priced rounds, SAFE conversions, or follow-ons, as long as the ownership percent is read on a post-money basis.
Series A priced round example
Investment of $5,000,000 for 20 percent of the company on a pre-money base of 10,000,000 fully diluted shares.
Post-money valuation = 5,000,000 / 0.20 = 25,000,000. Pre-money valuation = 25,000,000 - 5,000,000 = 20,000,000. Price per share = 20,000,000 / 10,000,000 = 2.00. New shares issued = 5,000,000 / 2.00 = 2,500,000. Post-money shares = 12,500,000.
Post-money valuation is $25,000,000 and pre-money valuation is $20,000,000, with 2,500,000 new shares issued at $2.00 per share.
Existing holders keep 80 percent of a $25,000,000 post-money company, so their implied value is $20,000,000 - exactly equal to the pre-money valuation - which is the check that the math is internally consistent.
According to Investopedia, post-money valuation equals the new investment divided by the percentage of equity the investor receives, and pre-money valuation equals post-money valuation minus the new investment.
According to CB Insights, a startup raising $10 million for 20 percent of the company implies a $50 million post-money valuation and a $40 million pre-money valuation.
When the headline pre-money number needs to be defended with a multiple or a market view, the Business Valuation Calculator can help benchmark it against a revenue or EBITDA multiple.
Key Concepts Explained
These four concepts cover the most common confusion on a venture term sheet, and they are what a pre and post money valuation calculator leans on.
Pre-money valuation
The implied value of the company immediately before the new cash arrives. Founders anchor on it, option pools are sized against it, and it drives the dilution discussion in a board memo.
Post-money valuation
The implied value of the company right after the new cash lands. It equals pre-money plus the investment, and is the number investors use to describe round size.
Investor ownership percent
The share of post-money fully diluted equity the new investor receives. Always read on a post-money basis, so 20 percent on a $25M post-money means the investor paid $5M for that 20 percent.
Dilution
The reduction in existing holders' percentage of the company when a new round closes - the flip side of the investor ownership percent.
Two common misunderstandings sit on top of these concepts. The first is mixing pre-money and post-money ownership percent: a 20 percent pre-money stake is not the same as a 20 percent post-money stake.
When a private company later goes public, the Market Capitalization Calculator applies the same price times shares identity to a public share count instead of a fully diluted private one.
How to Use This Calculator
Fill the round in the same order a term sheet presents it, starting with the cash and the post-money ownership percent that defines the round.
- 1 Enter the new investment amount: Use the actual cash that will be wired into the company in this round, not the value of any notes or SAFEs converting in the same closing.
- 2 Enter the post-money ownership percent: Type the percent of the post-money company the investor will own, like 20 for a 20 percent post-money stake.
- 3 Add the pre-money share count: Use fully diluted shares immediately before the round, including the option pool and any notes that convert at this closing. Leave at 0 to skip price-per-share outputs.
- 4 Read the headline valuations: Check that the post-money minus the investment equals the pre-money valuation. That quick check is the same check an investor's associate runs first.
- 5 Read the share mechanics: When shares are entered, compare the implied price per share with the price the lead investor is offering. A large gap usually means option pool refresh, SAFEs, or convertible notes are doing extra work.
- 6 Run a downside: Re-enter a flat or down round by lowering the post-money ownership percent the investor would demand, then compare founder ownership with the upside case.
A founder is raising a $3 million seed extension at a $12 million post-money (25 percent post-money) on 8 million pre-money shares. The pre and post money valuation calculator shows pre-money of $9 million, price per share of $1.125, and 2,666,667 new shares, taking the post-money share count to 10,666,667. Existing holders keep 75 percent of a $12 million post-money company, worth $9 million - which is the pre-money, confirming the math is consistent.
Once the price per share is on screen, the Price Per Share Calculator can apply that price to any specific lot size, such as an option grant or a secondary sale.
Benefits of Using This Calculator
A pre and post money valuation calculator gives founders and operators a small, auditable place to test round assumptions before they hit a board deck.
- • Defends the term sheet: Translates the cash and percent on a term sheet into the two numbers a board cares about - pre-money and post-money - in one screen.
- • Surfaces dilution early: Shows how much of the cap table the new investor takes and how much the founder block keeps, before any legal documents are drafted.
- • Tests SAFE cap options: Lets you compare a SAFE cap against a priced lead round using the same percent ownership, so the trade-off between cap size and conversion mechanics is visible.
- • Anchors price per share: Derives the implied price per share from the pre-money valuation and current share count, which is the number option grants and notes will reference.
- • Supports scenario reviews: Run an upside, base, and downside in seconds by changing the post-money ownership percent, then keep the numbers consistent across the cap table.
The biggest practical win is consistency. A single identity is the source of truth for every output, so the pre-money, post-money, price per share, and dilution numbers cannot drift apart as assumptions change.
If the pre-money number needs to be justified beyond market comps, the DCF Calculator can run a discounted cash flow on the same company to back-stop the valuation.
Factors That Affect Your Results
A pre and post money valuation calculator is built from a small identity, but several real-world factors change what the numbers actually mean in a round.
Pre-money vs post-money ownership
Mixing a pre-money ownership percent with a post-money identity is the most common source of confusion. A 20 percent pre-money stake is much more expensive for the founder than a 20 percent post-money stake at the same dollar check.
Option pool refresh
A pre-money option pool refresh is taken out of the founder's pre-money value, so the headline pre-money is lower than the company would otherwise trade for. The calculator ignores the pool refresh and reports the gross pre-money.
SAFE and note conversion
SAFEs and convertible notes that convert in this round add to the post-money share count and reduce the price per share available to the priced investors. The calculator treats the pre-money share count as fully inclusive of those conversions.
Liquidation preferences
A 1x non-participating preference does not change the percent ownership math, but it does change the cash outcome for the investor if the company is sold below the post-money valuation. The calculator does not model preferences.
Pro-rata and follow-on rights
Pro-rata rights do not change the pre or post money math, but they decide whether existing investors can keep their percent in the next round. The calculator does not model future rounds.
- • The calculator assumes the post-money ownership percent is the only equity changing in the round. Option pool refresh, note conversions, and SAFE conversions can each change the share count before the new cash arrives.
- • The implied price per share is a fully diluted figure, so it can differ from the per-share price in a term sheet that uses a different share definition.
- • The output is a calculation aid, not investment, legal, or tax advice, and a real round should be modeled on a full cap table before documents are signed.
When the term sheet says pre-money, check whether the option pool refresh is inside or outside the pre-money. Inside the pool means founders absorb the dilution from a larger option pool, which lowers the effective pre-money valuation even when the headline number looks the same.
According to Y Combinator Post-Money SAFE, the post-money safe is one where safe holder ownership is measured after the safe money is accounted for, which is why the headline cap maps to a different share count than a priced round with the same number.
If the round is being justified against a required return, the Cost of Capital Calculator can convert the discount rate assumption into a weighted cost of capital for the same company.
Frequently Asked Questions
Q: What is the difference between pre-money and post-money valuation?
A: Pre-money valuation is the implied value of the company right before the new cash arrives. Post-money valuation is the implied value right after the cash lands, and it equals pre-money plus the new investment. The difference is exactly the new cash.
Q: How is post-money valuation calculated?
A: Post-money valuation is the new investment amount divided by the post-money ownership percent the investor receives. A $5 million investment for 20 percent of the company implies a $25 million post-money valuation and a $20 million pre-money valuation.
Q: How do I calculate dilution from a new funding round?
A: Dilution for existing holders is 100 percent minus the new investor's post-money ownership percent. The dollar value remaining with existing holders is that remaining percent multiplied by the post-money valuation, and it should equal the pre-money valuation.
Q: What does it mean when a SAFE uses a post-money valuation cap?
A: A post-money SAFE cap sets the maximum company value used when the SAFE converts into equity at the next priced round. The cap is on the post-money valuation, so a $10 million cap means the SAFE holder converts as if the priced round valued the company at $10 million.
Q: How do I figure out the price per share in a priced equity round?
A: Divide the pre-money valuation by the fully diluted share count immediately before the round. That price times the new shares issued should equal the new investment, which is the same identity the calculator uses to derive new shares and post-money shares.
Q: Why does the same round show different valuations on different term sheets?
A: Different term sheets can mix pre-money and post-money ownership percent, treat the option pool differently, or carry SAFEs and notes that convert in the round. The pre and post money valuation calculator keeps the math consistent, but a real cap table should always be the final source of truth.