409A Valuation — An independent appraisal of a private company's common stock fair market value. Required by the IRS to set the strike price for employee stock options. Must be updated at least every 12 months (or after a major event like a funding round).
Authorized Shares — The maximum number of shares a corporation is legally allowed to issue, as set in its certificate of incorporation. You cannot issue more shares than this number without amending your charter.
Cap Table — Short for 'capitalization table.' A spreadsheet or system that records who owns equity in a company, how much they own, and what it is worth.
Cliff — The minimum time before any vesting occurs. During a 1-year cliff period, an employee earns nothing. On the cliff date, they receive everything that would have vested up to that point in one lump sum.
Common Stock — The basic form of company ownership. Founders and employees typically receive common stock. Common stockholders are last in line to receive money in a sale, after creditors and preferred stockholders.
Conversion — When a SAFE or convertible note turns into actual shares of stock, usually triggered by a priced funding round.
Convertible Note — A loan that automatically converts into equity (shares) rather than being paid back in cash, typically when the company raises a priced funding round.
Dilution — The reduction in a stockholder's ownership percentage when new shares are issued. If you own 50% of a company and it issues new shares to an investor, your percentage goes down — this is dilution.
Discount Rate — A benefit for SAFE or convertible note holders: they get to convert their investment into shares at a lower price than the next round's investors. A 20% discount means they pay 20% less per share.
Equity — Ownership in a company, represented as shares of stock or membership units.
Exercise (option) — The act of using a stock option to buy shares at the strike price. You can only exercise vested options.
FMV — Fair Market Value — what a willing buyer would pay a willing seller for a share of stock, with both parties having equal information and no pressure to transact. Determined by a 409A valuation for private companies.
Fully Diluted — A cap table calculation that assumes all options have been exercised and all convertible instruments (SAFEs, notes) have been converted. Gives the most realistic picture of ultimate ownership.
Issuance — The act of creating and giving new shares to a person or organization.
Liquidation Preference — The right of preferred stockholders to get paid back before common stockholders in a company sale or wind-down. A '1x non-participating' preference means investors get their money back first; what's left goes to everyone else.
Option Pool — Shares set aside specifically for granting to future employees, advisors, or consultants. Usually expressed as a percentage of total shares (e.g. 10% option pool).
Post-Money Valuation — A company's valuation after a funding round closes and new investment has been added. If investors put in $2M and the post-money valuation is $10M, they own 20% of the company.
Pre-Money Valuation — A company's valuation before a funding round. If the pre-money valuation is $8M and investors put in $2M, the post-money is $10M.
Preferred Stock — Shares given to investors with special rights, typically including a liquidation preference and anti-dilution protections. Preferred stockholders get paid before common stockholders in a sale.
Pro Rata Rights — The right of an existing investor to participate in the next funding round to maintain their ownership percentage and avoid being diluted.
SAFE — Simple Agreement for Future Equity. A contract where an investor gives money today in exchange for the right to receive shares in the future, typically at the next priced funding round.
Share Class — A category of stock with its own specific rights and restrictions. Most companies have at least two: Common Stock and Preferred Stock.
Strike Price — The price at which an option holder can buy shares when they exercise their options. Also called the 'exercise price.' The IRS requires this to be at least equal to the FMV of common stock at the time the option is granted.
Transfer — When one shareholder sells or gives their shares to another person.
Valuation Cap — The maximum company valuation at which a SAFE converts to shares. Protects early investors from being diluted too much if the company's value grows significantly before the next round.
Vesting — The process of earning equity over time. Shares that have not yet vested cannot be kept if you leave the company. Shares that have vested are yours to keep.
Waterfall — The order in which money gets distributed to shareholders in a sale or liquidation. Creditors get paid first, then preferred stockholders (per their liquidation preferences), then common stockholders.