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Pre-money vs. post-money

CONCEPT · LAST REVIEWED 2026-09 · SOURCED FROM 2 SESSIONS, MAR–MAY 2026

Pre-money valuation is what the company is worth before the new money goes in; post-money is pre-money plus the investment. Ownership is investment divided by post-money. A $30M investment at a $90M pre-money is $120M post and 25% ownership; the same $30M at a $90M post-money is 33%.

Why it matters

Section titled “Why it matters”

The basis changes the deal more than most negotiated terms do.

From the room

Section titled “From the room”

“Marry the term sheet to the long-form documents to the math.”

— Startup securities attorney, 15 years of practice · session, May 2026

A term sheet is a story; the pro forma cap table is the truth. The two places the pre/post distinction bites hardest: the option-pool top-up (pool increases are computed pre-money, so founders eat the dilution before the investment lands) and post-money SAFE caps, where the cap already includes the SAFE money and the dilution math is fixed at signing. Ask, in writing, which basis a number is on before negotiating anything else, and have your attorney model the full cap table before you sign.

Where founders get it wrong

Section titled “Where founders get it wrong”
  • Price before basis.
  • Missing the pre-money pool top-up.
  • Comparing offers on different bases.

Go deeper

Section titled “Go deeper”