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Discount

A percentage reduction on the priced round share price, given to early money as compensation for earlier risk.

Why it matters

Straightforward on its own, but where a SAFE has both a cap and a discount the investor receives whichever produces the better outcome for them, not an average of the two.

A worked example

With a 20% discount, an investor converting alongside a $1.00 priced round pays $0.80 per share.

What is typical

10% to 25%, most commonly 20%.

Related terms

Valuation cap

The maximum valuation at which a SAFE or convertible note converts into equity.

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SAFE

Simple Agreement for Future Equity. An investor gives you money now in exchange for shares later, when a priced round happens.

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Convertible note

Debt that converts into equity at a future priced round.

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Run your raise on this

VCTerminal models these terms on your real cap table, so you can see what a term sheet pays you before you sign it.

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