Conversion threshold
Also called: break point
ELI5
The exit value where an investor is better off converting.
Used in conversation
“The model marks the conversion threshold for each series.”
Definition
A value or condition at which converting preferred shares to common becomes economically preferable.
Here “Conversion threshold” means: A value or condition at which converting preferred shares to common becomes economically preferable.
Pitch context
You will see “Conversion threshold” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet economics.
Why it matters: In term-sheet economics, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Sources & evidence · 5
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateDirect source · practitioner · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossarySupporting source family · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16