Down round calculator

A down round raises money at a lower valuation than the last round: the new pre-money is below the last post-money.

The formula

Down round = (New pre-money − last post-money) ÷ last post-money × 100

Worked example: Down round

The example uses the guide's seed round, £200,000 for 20%, with a matching cap table, exit, fund and market.

(£4,000,000 − £5,000,000) ÷ £5,000,000 = -20.0%

Work out your down round

Until you type a figure, the results show an example business. Fill in only what you know: from then on every result uses your figures alone, and nothing you type leaves your browser.

Your deal numbers

Start with any one figure. Until you do, the results show the example business, whose figures are the grey hints in each box.

What this calculation uses

Last round's post-money (needed)

New round's pre-money (needed)

Add more of your numbers

Open a group to fill it in. Everything you add shows up in the list below the calculator.

An investment offer

Investment offered

For this share of the company

Your round

Pre-money valuation

You can type 2m or 750k.

New investment

Shares in issue

Options already granted

Unallocated option pool

In shares. 0 if you have none.

Option pool wanted after the round

Your own shares

Money converting at the round

Amount converting

From an ASA, SAFE or loan note.

Valuation cap

Leave blank for no cap.

Discount

Interest a year (loan notes)

Months since the note was issued

A sale of the company

Sale price of the company

What the preferred investor put in

What the preferred investor owns

1x2x

Participating preference

What the founders own

An investor's return

Amount invested

Share bought

Later dilution

30 means later rounds shrink that share by 30%.

Sale price at the exit

Years to the exit

The next round

Share you own now

Size of the next round

Its pre-money valuation

A venture fund

Fund size (committed)

Paid in by investors so far

Invested in companies so far

Paid back to investors

Value of what the fund still holds

Your market

Potential customers

What one pays a year

Share you can serve

Share of those you could win

A SEIS, EIS or VCT investment

Amount an investor puts in

Shares that vest

Shares or options granted

Vesting period

Cliff

Months worked so far

Down round for the example

Example

Down round

(£4,000,000 − £5,000,000) ÷ £5,000,000 = -20.0%

Check the anti-dilution terms: earlier investors may get extra shares, which comes out of the founders' stake.

Formula: (New pre-money − last post-money) ÷ last post-money × 100.

Change in valuation: −20.0%

Everything your numbers show

For the example business: 27 of 27. Type your own figures to replace them. Select one for its page.

How to read your result

Down rounds dilute existing shareholders more and can trigger anti-dilution terms that give earlier investors extra shares.

Watch out for

Compare on price per share where you can: a change in the share count can make valuations misleading.

Last checked 24 October 2026. Estimates only, not financial, tax or legal advice: check your accounts and documents, and take advice before you act. More terms in the startup glossary.