#906 · Startup Tool

Convertible Note Calculator

Calculate how a convertible note converts into equity after interest accrual. The tool includes principal, interest, discount, and next-round share price to estimate shares and dilution risk.

Calculator

Startup inputs
$
%
years
%
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How to use this calculator

  • Enter the financing or ownership assumptions for this startup scenario.
  • Use the calculator to estimate ownership, dilution, valuation, or conversion impact.
  • Review the health score and compare the result with normal fundraising ranges.
  • Use the result as a decision-support estimate before reviewing legal documents.

What the result means

The result shows the financing impact on ownership, valuation, conversion, or dilution. A stronger result protects founder ownership while preserving enough incentive for investors and employees.

Accrued Balance = Principal × (1 + Rate × Years); Conversion Price = Financing Price × (1 - Discount)

This estimate is educational and should not replace legal, tax, or fundraising advice. Real term sheets may include preferences, pro rata rights, participation, vesting, and other provisions.

Example calculation

A $100,000 note at 8% for 2 years becomes $116,000 before conversion. With a 20% discount to a $2 share price, conversion price is $1.60.

Tips for better results

  • Model conservative and aggressive cases before signing terms.
  • Review fully diluted ownership, not only headline ownership.
  • Check how the result affects future fundraising rounds.
  • Document assumptions clearly before discussing with investors.

FAQ

How do I calculate convertible note interest before conversion?

Multiply the principal by the annual interest rate and time outstanding, or use compound interest if the note agreement requires compounding.

What happens to a convertible note at the next funding round?

The note usually converts into equity using the discount, valuation cap, or negotiated conversion terms defined in the note agreement.

How does a convertible note discount affect founder dilution?

A discount lowers the investor conversion price, which increases the number of shares issued and increases founder dilution.

Is a valuation cap or discount better in a convertible note?

For investors, the better term is the one that creates the lower conversion price. For founders, that term creates more dilution.

How much dilution can a convertible note create?

Dilution depends on accrued balance, valuation cap, discount, financing price, and the fully diluted share count at conversion.

Startup decision modules

ModuleWhat it shows
Main ResultPrimary startup finance output for this calculator.
Ownership ImpactHow the scenario changes equity or valuation.
Health ScorePractical quality score from the result.
Decision SignalRecommended action based on the result.

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