Free Calculator

Founder Secondary Calculator

Model the trade-off: cash out a portion of your shares now, or hold for future upside. See cash today vs total value at a projected exit.

Cash out today
$6.0M
Ownership after secondary
27.00%
Remaining value at round
$54.0M
Long-term comparison (at 5x exit)
With secondary today
$276.0M
Cash + future value
Without secondary
$300.0M
All value at exit
Opportunity cost: $24.0M foregone if the company exits at 5x.
When founder secondary makes sense5-15% secondary at Series B/C reduces personal financial pressure and lets founders make better long-term decisions. Above 25% can signal weak conviction; investors often push back.
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How to use it

  1. 1
    Use realistic exit multiples

    3-5x of current post-money is common; 10x+ is the optimistic case. Run multiple scenarios to see the trade-off.

  2. 2
    Cap secondary at 10-15%

    Most investors are comfortable with this range. Above 25% creates conviction questions.

  3. 3
    Account for taxes on the cash out

    Long-term capital gains is typical (if held > 1 year). The calculator shows pre-tax dollars.

  4. 4
    Discuss with the lead investor early

    Lead investors often facilitate secondary. Bringing it up after the term sheet is signed is too late.

What is the founder secondary calculator?

Founder secondary = founders sell a portion of their existing shares as part of a primary funding round. Increasingly common at Series B+ to give founders some financial security and reduce pressure on the company outcome.

Typical sizes: 5-15% of founder shares at Series B/C. Above 25% usually signals weak founder conviction and gets pushback.

Why it matters for founders

The right amount of secondary helps founders make better long-term decisions. The wrong amount changes investor perception of your conviction.

Run the math against multiple exit scenarios. At a 3x exit, secondary today often beats holding. At a 10x exit, the opportunity cost of selling early is significant.

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FAQ

Is founder secondary common?+
At Series B/C, yes — 30-50% of rounds at this stage include some founder secondary. Less common at Series A; very rare at seed.
Who buys the secondary shares?+
Usually the new round's lead investor, sometimes existing investors. The price is typically the round price (not at a discount).
Does taking secondary affect my equity story for next round?+
Modestly. Future investors look at remaining founder ownership. Going from 30% to 27% is fine; going from 30% to 18% raises questions.
What's the tax implication?+
Most founders pay long-term capital gains (if held > 1 year). QSBS may apply for big tax savings if held 5+ years and certain criteria are met. Talk to a CPA.