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How to model a SAFE vs a priced round

Model the SAFE stack before you price the round

Reviewed August 15, 2026 by Robb

You do not need a live widget. You need one spreadsheet that shows who owns what after every SAFE converts and after the new money and option pool land. We run this with clients before they sign the next instrument. The point is not a pretty output. The point is a number you can defend in the close.

SAFE path

Model the SAFE path

List each SAFE: amount, cap type (pre-money or post-money), cap, and discount. Convert all of them at the assumed priced-round price. Then apply the new money and the option-pool refresh. Founders absorb what is left.

Priced path

Model the priced path

Start with today’s fully diluted table. Set pre-money, new money, and the pool refresh. Compute post-money ownership. Compare that founder row to the SAFE-then-round path using the same future raise size. If the two rows are far apart, you now know why the paper matters.

Columns that have to be on the sheet

Name of holder. Instrument. Dollars in. Cap. Discount. Assumed next-round price. Converted shares. Option-pool shares after refresh. Fully diluted percentage. If a column is missing, you are not modeling a close. You are decorating a deck.

Label the cap before you add numbers

The same headline cap is not the same deal on a pre-money vs post-money SAFE. Post-money paper locks the investor’s percentage against that cap. Pre-money paper does not. Write the words on the sheet before you write the dollars. Mixing them in one column is how two smart people argue about a number that was never defined.

What the comparison is for

A priced round today versus a SAFE now and a priced round later will almost never produce the same founder percentage. That is not a bug. It is the cost of deferring price, plus whatever happens to the company between the two dates. Use the delta to decide whether speed is worth the residual — not to hunt for a formula that makes them equal.

If you cannot build this yourself

That is a reason to get a fractional CFO in the room before the close, not after. CFO For Rent has modeled this for operators for decades. Bring the signed paper, the unsigned paper, and the last cap table. We will tell you what the next signature costs.

Frequently asked questions

What if I cannot model this?
Do not sign until someone can. A close that you cannot explain is a close you will relitigate at the next raise, with less leverage.
Should I share the model with investors?
Share the fully diluted picture. Hiding the stack does not survive diligence. If the model only works when a SAFE is omitted, the model is the problem.
Is this a live calculator?
No. It is a walkthrough of the work we do on a spreadsheet. Tools are fine. Judgment about which cap, which pool, and which assumed price is the job.