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Convertible note

Also called: convertible loan, conv note

In one line

A short-term loan to a startup that converts into equity at a later round rather than being repaid in cash, usually with a discount or cap.

In plain English

Like a SAFE but structured as debt with interest and a maturity date. Early backers lend money that later turns into shares at a favourable price when the company raises a priced round.

If you were explaining it to a 5-year-old

Someone lends the toy club coins. Instead of paying it back, the club later gives them toys — and a few extra for being early.

Why it matters when you sell

Notes convert into shares and dilute the cap table at the next round, which feeds into the share count your ownership is calculated from.

Related terms

Put it to use

Dilution calculator

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Sources

A general market-practice term. See how we define and source the glossary in our methodology. General information, not advice.

Educational information only — not financial, tax or legal advice, and not an offer to buy or sell any security. Definitions are general; your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.