Vesting cliff calculator
A cliff is a first period, often 12 months, before any shares vest. On the cliff date, everything that would have vested so far vests at once.
The formula
Cliff = shares × cliff months ÷ vesting months
Worked example: 120,000 at month 12
The example uses the guide's seed round, £200,000 for 20%, with a matching cap table, exit, fund and market.
- 480,000 × 12 ÷ 48 = 120,000 vest on the day of the cliff
Work out your cliff
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.
Shares at the cliff for the example
Example120,000
at month 12
- 480,000 × 12 ÷ 48 = 120,000 vest on the day of the cliff
Formula: Shares × cliff months ÷ vesting months.
- Months to the cliff
- Passed
Everything your numbers show
For the example business: 27 of 27. Type your own figures to replace them. Select one for its page.
- Valuation£1,000,000post-money
- Pre-money valuation£800,000
- Post-money valuation£1,000,000
- Equity20.0%Equity sold
- Dilution70.0%kept by existing shareholders, down from 100.0%
- Option pool142,857new pool shares
- Fully diluted60.0%Fully diluted ownership
- SAFESimple agreement for future equity89,286shares
- Loan note96,429shares
- Pro rata rights£200,000Pro rata amount
- Liquidation preference£1,000,000to the investor
- Vesting180,000after 18 months
- Cliff120,000at month 12
- SEISSeed Enterprise Investment Scheme£10,000
- EISEnterprise Investment Scheme£6,000
- VCTVenture capital trust£4,000
- TAMTotal addressable market£240,000,000a year
- SAMServiceable available market£60,000,000a year
- SOMServiceable obtainable market£3,000,000a year
- Down roundDown round
- Up roundDown round
- Flat roundDown round
- MOICMultiple on invested capital2.80x
- IRRInternal rate of return22.9%a year
- TVPITotal value to paid-in capital1.50x
- DPIDistributions to paid-in capital0.40x
- Dry powder£24,000,000
How to read your result
On a 48-month schedule with a 12-month cliff, a quarter of the shares vests on the cliff date.
Watch out for
Leaving a week before the cliff usually means keeping nothing, so know the date.
Last checked . 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.