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.
Calculation policy
How an AI agent should compute this KPI from messy company data. Free-text rules consumed at reasoning time — not a deterministic DSL. The most common ways to get this wrong are listed under Common miscomputations.
Inclusion rules
- Total PRINCIPAL value of SAFEs and convertible notes outstanding that have NOT yet converted to equity.
- Instruments that convert at the next priced round, typically at a discount or valuation cap (YC post-money SAFE template; NVCA convertible-note model).
Exclusion rules
- Instruments that have already converted to equity (they are in the cap table as shares now).
- Priced equity rounds — convertibles are a distinct, pre-equity instrument; do not fold them into
total_round_size. - Venture debt — that is a senior debt facility, not a convertible equity instrument.
- Accrued note interest unless the company's convention capitalizes it into principal — state the convention.
Required inputs
- Per-instrument outstanding principal.
- Per-instrument cap / discount / MFN terms (to model conversion dilution).
- The next-likely priced-round valuation, to estimate conversion dilution.
Data-source priority
- The cap-table system of record (Carta / Pulley) with the convertible ledger.
- Executed SAFE / note documents as a fallback to verify caps and discounts.
Edge cases
- A SAFE stack accumulating between rounds can convert into 15–25% dilution at the next priced round — model both highest-cap and lowest-cap conversion paths.
- Post-money SAFEs (YC 2018+) fix dilution at the cap regardless of the priced-round price — reconcile against the fully-diluted cap table.
- Pre-money vs post-money SAFEs convert differently — do not assume one form.
Validation checks
- When
convertible_outstandingexceeds ~10% of the next-likely post-money, require a fully-diluted cap-table walk-through at the next priced-round modeling exercise. - Sum of outstanding principal should reconcile to the cap-table convertible ledger.
Common miscomputations
- Treating convertibles as equity already in the cap table — understates next-round dilution.
- Folding convertible principal into the priced equity round size or
total_capital_raisedwithout a footnote. - Modeling "we only sold 10% in this priced round" while ignoring SAFE conversion on top.
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
Committed Amount
Capital that investors have agreed to invest — including both soft commitments (verbal / handshake / IOI) and hard commitments (signed term sheet or executed subscription docs). Treat this as the round-progress odometer. Common pitfall: soft commitments are notoriously squishy — every published fundraising postmortem (per First Round Review and Bessemer founder essays) warns that founders over-count soft commits. Board-best-practice is to track soft vs hard separately or to define a haircut convention (e.g. 50% of soft) at the start of the round. — Fundraising KPI, I'mBoard-authored (editorial tier).
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.