Pre-Money Valuation
Definition
Company valuation negotiated with investors immediately before the new round closes — the denominator for the new investors' ownership math. Per the NVCA Model Documents, pre-money = post-money − new money raised. Common pitfall: when convertible instruments (SAFEs, notes) are outstanding, the "headline" pre-money the CEO quotes and the effective pre-money after conversion can differ materially — the board should always ask for both. Equally important: option-pool top-ups taken pre-close come out of the pre-money share count, diluting founders not investors (the "option pool shuffle").
Why it matters
Sets the price for the round. Drives `founder_dilution`, the option-pool top-up math, and the precedent for the next round (down-rounds are punishing to recover from).
How it's calculated
pre_money_valuation = post_money_valuation − total_round_size. Per NVCA Model Documents convention. Effective pre-money after SAFE/note conversion can be lower than headline — surface both when convertibles are material. How to interpret it
Compare to stage-relative ranges from quarterly Carta / PitchBook reports (e.g. seed median has moved $12–18M post-money in 2024–2025). A pre-money below stage median typically signals either harsher terms or a strategic discount; above stage median demands real metric backing.
Source
NVCA Model Legal Documents (2024 revision) · Series A Charter — Original Issue Price
Stage relevance
Typically owned by
Related KPIs
Company valuation immediately after the new round closes, including the new capital raised — the canonical "valuation" number quoted in TechCrunch headlines. Per NVCA Model Documents, post-money = pre-money + new money raised. Common pitfall: post-money math gets messy with SAFEs — modern post-money SAFEs (the YC 2018+ form, per the Y Combinator SAFE primer) fix dilution at the SAFE's valuation cap regardless of subsequent priced-round pricing, so the board should always reconcile the headline post-money against the fully-diluted cap table.
Total new capital being raised in the current round across all participants — the lead, follow-on investors, employee/strategic allocations, and any side-letter pieces. This is the figure that goes into the post-money math. Common pitfall: companies sometimes confuse `total_round_size` with `target_raise` — the round size is final and used in valuation math, while the target is what management is aiming for and can move during the raise. Boards should expect a specific breakdown by investor when this number is reported.
Percentage of founders' fully-diluted ownership that is given up in the new round, including any pre-close option-pool top-up (the "option pool shuffle" — option-pool expansion taken in the pre-money dilutes existing holders rather than new investors). Common pitfall: founders often quote the "investor dilution" (new money / post-money) and forget the option-pool top-up component. The Carta State of Private Markets quarterly reports publish stage-typical dilution ranges that boards should use as a sanity check.
Total principal value of SAFEs and convertible notes outstanding that have not yet converted to equity. These convert at the next priced round, typically at a discount or valuation cap (per the standard Y Combinator SAFE templates and the National Venture Capital Association convertible-note model). Common pitfall: a SAFE stack quietly accumulating between rounds can convert into 15–25% dilution at the next priced round, surprising founders who modeled "we only sold 10% in this priced round" math. Boards should always see the fully-diluted cap table including SAFE conversion.
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