Definition
A convertible note is debt that typically converts into equity at a future priced round. It often includes an interest rate, a maturity date, and cap/discount conversion terms.
Example
A $500k note at 6% interest converts at the better of an $8M cap or 20% discount in the next round.
How to use it
- Conversion amount may include accrued interest (terms vary).
- Conversion price may be set by valuation cap, discount, or round price (terms vary).
- Maturity terms can trigger repayment or conversion if no round happens.
Common mistakes
- Modeling interest incorrectly (simple vs compounding; check the note).
- Ignoring stacked convertibles and option pool changes when estimating dilution.
- Assuming conversion is automatic without reading maturity clauses.
Why this matters
This term matters because cash timing and risk are usually the difference between a plan that works on paper and a plan that survives. Use consistent definitions so decisions are comparable over time.
Practical checklist
- Write a 1-line definition for "Convertible Note" that your team will use consistently.
- Keep the time window consistent (weekly/monthly/quarterly) when comparing trends.
- Segment results (channel/plan/cohort) before drawing big conclusions from blended averages.
- Use a calculator that references this term (e.g., Convertible Note Conversion Calculator) to sanity-check assumptions.
- Read the related guide (e.g., Convertible note: interest, cap/discount, and conversion basics) for context and common pitfalls.
Where to use this on MetricKit
Calculators
- Convertible Note Conversion Calculator: Estimate how a convertible note converts in a priced round with interest plus a valuation cap and/or discount (simplified).
Guides
- Convertible note: interest, cap/discount, and conversion basics: A practical guide to convertible notes: how interest accrues, how caps and discounts affect conversion price, and common modeling pitfalls.
- Fundraising & valuation hub: pre/post-money, SAFEs, notes, and liquidation prefs: A practical hub for startup fundraising and valuation basics: pre/post-money, pro rata, option pool shuffle, SAFE/note conversion, and liquidation preference outcomes.