Outstanding Convertible Amount
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. — Fundraising KPI anchored to Y Combinator Post-Money SAFE (2018+ standard form).
Rogue ID: fundraising.convertible_outstanding
Type: Currency
Domain: Fundraising
Definition
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.
Formula
Sum of principal outstanding on all unconverted convertible instruments (SAFEs per the Y Combinator post-money SAFE template; convertible notes per the NVCA Model Documents). Pre-conversion — actual dilution depends on the next-round price and the SAFE caps/discounts.Why it matters
Hidden dilution that hits at the next priced round. A material SAFE stack changes the math on what a "20% Series A" actually costs the founders.
How to interpret
When convertible_outstanding is more than ~10% of the company's next-likely post-money valuation, the board should require a fully-diluted cap-table walk-through at the next priced round modeling exercise. Highest-cap and lowest-cap SAFE conversion paths should both be modeled.
Related KPIs
fundraising.pre_money_valuationfundraising.post_money_valuationfundraising.founder_dilution
Source
Y Combinator Post-Money SAFE (2018+ standard form) · section: Post-Money SAFE — Definitions (Purchase Amount) — published 2018-09-01.
Why does this cite Y Combinator Post-Money SAFE (2018+ standard form)? Read the ontology methodology for the published vs editorial tier system, attribution rules, and dispute process.
Stage relevance
| Company stage | Priority |
|---|---|
| Pre-Seed | Core |
| Seed | Core |
| Series A | Recommended |
Suggested for stages: Pre-Seed, Seed, Series A.
Default owning functions
- Finance
Machine-readable
- This KPI as JSON:
/api/ontology/fundraising/convertible_outstanding.json - All Fundraising KPIs:
/api/ontology/fundraising.json - Full catalog:
/api/ontology/index.json
Fundraising KPIs
Round status, investor pipeline, cap table. 5 industry-backed KPIs, each anchored to a third-party standard.
Founder Dilution
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. — Fundraising KPI anchored to Carta State of Private Markets Q3 2025.