How to Track Warrant Coverage on a Note or Preferred Round

How to track warrant coverage is a shadow-cap plus instrument ledger after you already hold a note or preferred with warrants. It is not Raziel's convertible note tracking page (principal, interest, maturity, cap and discount, conversion events) and not anti-dilution tracking (preferred Conversion Price). Carta (March 25, 2025): a stock warrant is an agreement that gives one party the right to buy the other party's stock at a set price, over a specified period of time. Pulley (July 6, 2022): strike or exercise price, expiration date. The holder is not obligated to exercise and may let the warrant expire.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed warrant, not a platform default. The National Venture Capital Association (NVCA) model legal documents are priced-round forms plus a June 2025 Model PIPE Form of Common Warrant for US issuers. They are a starting point only. NVCA does not publish a convertible-note warrant template.

Copy these columns from the warrant

Open one row per warrant, per issuer, linked to the note or preferred cash line you already hold. Do not overwrite that cash line. Carta's debt-financing FAQ (April 29, 2026): a warrant is the right to buy a certain amount of company equity at a set price in the future. Lenders often require warrants as an equity kicker. Traditional loans sit on the balance sheet. Warrants must sit on the cap table.

• Warrant shares. Copy the number printed on the warrant (NVCA PIPE face: Number of Shares, subject to adjustment). Do not invent a count from a deck.

• Coverage %. Copy the percentage or share formula printed in the warrant, note, or purchase agreement. Carta's follow-on page (September 17, 2025) uses "warrant coverage" for that sweetener: a contract to purchase additional company stock at a predetermined price. Pulley: a lending warrant may specify a number of shares of common stock that relate to the amount of the loan. If the PDF prints shares and no percentage, log shares and leave coverage % blank. Do not back-solve a percentage.

• Strike. Carta: exercise price (also called strike) is the price you agree to pay for each share a warrant includes. Carta's warrants-versus-options table: often equal to the recent Preferred Stock Transaction price, a discount to that price, or $0.01. Pulley: for private-company warrants the exercise price is not regulated the way employee option strikes are. Copy the dollar the warrant prints.

• Expiration. Carta: every warrant has a term, usually between two and 10 years. After the expiration date the holder can no longer exercise. Pulley: if the warrant is not exercised prior to expiry, it expires and becomes worthless. Log the calendar date. Carta also: terms usually require advance notice of an exit so the holder can decide whether to exercise. Log that notice clause if it is printed.

• Anti-dilution, if any. Copy the warrant. Do not paste NVCA Certificate of Incorporation Section 4.4.4 onto this row. If the warrant has no adjustment clause, log none.

• Exercised versus unexercised. Remaining Warrant Shares, shares already exercised, and the date. Carta: once a holder exercises, they get shares in the issuing company. Pulley: the company must issue new shares equal to the number in the exercised warrant.

Attach the warrant PDF, any note or stock purchase agreement that grants it, and later exercise notices. One note can carry a warrant that another note in the same round does not. Carta (March 25, 2025): specify which stock the warrant applies to, common or preferred, or a later series of preferred. Log vesting only if the warrant prints it.

Coverage % is a term you copy, not a share count you invent

The NVCA June 2025 Model PIPE Form of Common Warrant (US Issuer) is a public-company PIPE fill-in. Face fields: Number of Shares (subject to adjustment), Exercise Price, Initial Exercise Date, Termination Date. Exercise of all or any part from the Initial Exercise Date through the Termination Date. Use those labels as a map. Your seed or preferred-round warrant is the document you signed.

Keep exercised and unexercised on the same shadow cap

Carta's cap-table guide (July 29, 2026): fully diluted shares are the total that would exist if every option, warrant, SAFE, and convertible note were exercised or converted. Unexercised warrants belong in that fully diluted view. Exercised warrants become issued shares and leave the warrant column. Carta: exercise causes dilution because new shares are issued. Pulley: proceeds from an exercised warrant go to the issuing company. Post a dated exercise row: date, cash paid if any, shares issued, remaining unexercised. If the warrant expires unexercised, remaining shares go to zero on that date. Partial exercise is a remaining-share rewrite, not a second cash investment.

A workbook holds this if each warrant is a row, coverage % and warrant shares are copied not computed from a guessed price, strike and expiration match the PDF, anti-dilution is copied from the warrant or logged as none, and exercised versus unexercised move only when an exercise notice or expiration hits. It fails when you fold the warrant into the note's conversion math, paste preferred 4.4.4 onto Exercise Price, or invent a share count from a coverage slogan. Raziel's startup investment tracker is the book those note and preferred rows already sit on: cash dates, documents, cap tables, IRR and MOIC. Raziel does not interpret your warrant. Copy the columns. Leave the share math to the PDF you already signed.