Ratchet
A ratchet adjusts preferred-share conversion price if a later round is at a lower valuation · full ratchet is harsh, weighted-average is standard.
A ratchet adjusts preferred-share conversion price if a later round is at a lower valuation · full ratchet is harsh, weighted-average is standard.
Basic
Ratchet clauses protect investors from dilution in down-rounds. Full ratchet: if new round is at a lower price, previous investors' shares convert as if they had originally bought at the new lower price. Weighted-average (more common): adjustment accounts for the size of the new round and size of prior shares. Ratchets matter most in AI where valuations can spike then correct (e.g., some 2023 AI valuations would today be down-rounds).
Deep
Full ratchet is founder-hostile · it can wipe common equity to near zero in a severe down-round. Weighted-average is milder. Most Series B+ AI deals use weighted-average. The "broad-based" weighted-average is the market default. Some hot AI rounds (Mistral, Anthropic early) included pay-to-play clauses · existing investors must participate in follow-ons to retain anti-dilution protections.
Expert
Ratchet activation in AI has been rare in 2024-25 given frothy valuations, but down-rounds for Series C companies that raised at 2023 peaks are starting (Inflection AI collapsed; Cohere raised flat after 2023). Full-ratchet activation can wipe out founder equity; boards negotiate "ratchet carve-outs" protecting employee pool. Sophisticated investors (Tiger, Coatue, crossover funds) push harder anti-dilution than pure venture.
Depending on why you're here
- ·Full ratchet = harsh · weighted-average = standard
- ·Protects investors in down-rounds
- ·Activates when new round price < prior round
- ·Read term sheets carefully · ratchet type is critical
- ·Most AI deals use broad-based weighted-average
- ·Ratchets rarely hit in bull markets
- ·Full ratchet gives maximum protection · hostile to founders
- ·Weighted-average is the negotiated middle
- ·Pay-to-play conditions tie ratchet to continued participation
- ·A rule that protects investors if the company's value drops later
- ·Adjusts their shares to cover them
- ·Rare to trigger in good markets but important in bad
Ratchets are dormant in bull markets and activate fast in corrections · AI's first real down-round wave will test every Series B term sheet.