How to Track Weighted Average Anti-Dilution After Close

How to track weighted average anti-dilution is the overlay you keep after a cheaper issuance when the charter you signed uses a weighted-average conversion-price formula, not a full ratchet reset. Raziel's full-ratchet tracking page is the reset-to-new-price overlay. Raziel's anti-dilution tracking page is the standing Conversion Price ledger for both NVCA Section 4.4.4 alternatives. This page is the formula walk: broad versus narrow, common stock outstanding (CSOs) counted in A, old Conversion Price, new issue price and share count, new Conversion Price.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed certificate of incorporation, the stock purchase agreement, and the post-close cap table. NVCA's model-documents page: the forms present potential options and are a starting point only.

Confirm the 4.4.4 block is weighted average

The NVCA October 2025 Model Certificate of Incorporation prints two labeled Section 4.4.4 instructions. The first says to use that block "if the terms sheet calls for a broad-based weighted average anti-dilution provision." The second is full ratchet. Copy the block in the filed COI for the series you hold. If the signed charter is full ratchet, this overlay does not apply. Keep the A, B, and C cells blank. If the COI has no 4.4.4, log none. Carta support lists a third type, narrow-based weighted average, which "excludes options, warrants, and sometimes other non-preferred shares from the calculation, resulting in higher conversion ratios for protected investors." The NVCA model does not print a narrow-based 4.4.4 alternative. If your signed COI is narrow-based, copy that A definition.

Seven columns after the triggering issuance

Open one row per series you still hold, per issuer, after the triggering issuance closes. Do not overwrite the prior Conversion Price row. Copy each field from the closing pack. If a field is missing, store that it was missing.

• Series. Issuer legal name and the series printed on the stock you still hold.

• Broad versus narrow (copied). The 4.4.4 block in the charter you signed, not a platform default. NVCA's printed weighted-average block is labeled broad-based. Carta support: narrow-based excludes options, warrants, and sometimes other non-preferred shares.

• CSOs / excluded shares in the formula. Shares counted in A, and shares the COI leaves out of A. NVCA printed A: Common outstanding immediately prior, treating as outstanding all Common issuable upon exercise of Options then outstanding and upon conversion or exchange of Convertible Securities (including the Preferred Stock) then outstanding. Copy the signed A, not a fully diluted deck total.

• Old Conversion Price. Conversion Price immediately prior (NVCA CP1). NVCA 4.1.1: initial Conversion Price is a dollar fill-in (insert original purchase price of that series). Date it from before this issuance.

• New issue price and share count. Consideration per share and the number of Additional Shares issued in the transaction (NVCA C). B is aggregate consideration received divided by CP1. Copy the SPA dollars and share count, not a deck valuation.

• New Conversion Price. NVCA CP2, to the nearest one-hundredth of a cent: CP2 = CP1 * (A + B) / (A + C). Copy it from the restated charter or the 4.9 certificate. Do not invent CP2 from a deck price.

• Date of the triggering issuance. Close date on the SPA or the amended certificate. NVCA 4.9: the Corporation furnishes a certificate not later than ten days after each adjustment. File that PDF.

What A counts, and why broad versus narrow changes CP2

NVCA's first 4.4.4 block: if after the Original Issue Date the Corporation issues Additional Shares of Common Stock (including deemed issuances under 4.4.3) without consideration or for a consideration per share less than the Conversion Price then in effect, Conversion Price for that series is reduced concurrently with the issue. Formula walk with blanks, not invented share counts:

CP2 = CP1 * (A + B) / (A + C)

CP2 is Conversion Price immediately after. CP1 is Conversion Price immediately prior. A is the CSO figure in the signed COI. B is aggregate consideration received divided by CP1. C is the number of Additional Shares issued in the transaction. Cooley GO (Derek Colla; last reviewed January 24, 2022) prints the same identity for broad-based protection. The full ratchet 4.4.4 block does not use A, B, or C.

Carta support: broad-based increases the conversion ratio "based on the proportion of new shares issued at a lower price relative to all outstanding shares." Narrow-based uses a smaller A, which moves (A + B) / (A + C) farther from one when C exceeds B. Copy A from the COI. Do not swap in a reserved-pool total unless the signed definition counts it. NVCA 4.4.1: Additional Shares means all Common issued or deemed issued after the Original Issue Date other than Exempted Securities. If this issuance is exempt, there is no CP2. If the company never sent a 4.9 certificate, keep new Conversion Price blank.

When the overlay holds

The row holds if type is weighted average as copied (broad or narrow), the CSO list matches the signed A, old Conversion Price is CP1, new issue price and share count feed B and C, new Conversion Price is CP2 from the charter or the 4.9 certificate, and the date is the triggering issuance. It fails when you paste NVCA's printed A onto a narrow-based series, paste the weighted-average formula onto a full-ratchet series, skip Exempted Securities, or invent CP2 from a deck. Raziel's startup investment tracker is the book those preferred rows already sit on: cash dates, documents, cap tables, IRR and MOIC. Raziel does not interpret your charter. Copy the seven columns.