Target Valuation

The lowest pre-money valuation management would accept to close the current round — the valuation walk-away floor. Distinct from the precise NVCA-defined `pre_money_valuation` (the single negotiated point that actually prices the round): this is the bottom of the acceptable band the team set going in. Common pitfall: teams anchor only on a target valuation and have no pre-agreed floor, so in a soft market they negotiate against themselves with no board-sanctioned line. Pair with `fundraising.target_valuation` to give the board the band, and read both against stage-relative ranges from quarterly Carta / PitchBook reports.

Company valuation negotiated with investors immediately before the new round closes — the denominator for the new investors' ownership math. Per the NVCA Model Documents, pre-money = post-money − new money raised. Common pitfall: when convertible instruments (SAFEs, notes) are outstanding, the "headline" pre-money the CEO quotes and the effective pre-money after conversion can differ materially — the board should always ask for both. Equally important: option-pool top-ups taken pre-close come out of the pre-money share count, diluting founders not investors (the "option pool shuffle").

Company valuation immediately after the new round closes, including the new capital raised — the canonical "valuation" number quoted in TechCrunch headlines. Per NVCA Model Documents, post-money = pre-money + new money raised. Common pitfall: post-money math gets messy with SAFEs — modern post-money SAFEs (the YC 2018+ form, per the Y Combinator SAFE primer) fix dilution at the SAFE's valuation cap regardless of subsequent priced-round pricing, so the board should always reconcile the headline post-money against the fully-diluted cap table.

Total new capital being raised in the current round across all participants — the lead, follow-on investors, employee/strategic allocations, and any side-letter pieces. This is the figure that goes into the post-money math. Common pitfall: companies sometimes confuse `total_round_size` with `target_raise` — the round size is final and used in valuation math, while the target is what management is aiming for and can move during the raise. Boards should expect a specific breakdown by investor when this number is reported.

Percentage of founders' fully-diluted ownership that is given up in the new round, including any pre-close option-pool top-up (the "option pool shuffle" — option-pool expansion taken in the pre-money dilutes existing holders rather than new investors). Common pitfall: founders often quote the "investor dilution" (new money / post-money) and forget the option-pool top-up component. The Carta State of Private Markets quarterly reports publish stage-typical dilution ranges that boards should use as a sanity check.