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    Calculates locally in your browser · pre-money option pool
    Corporate finance / Equity

    Cap table calculator

    Model a priced round properly: the option pool is carved out before the round, so it dilutes the founders rather than the new investor. Get the price per share, the shares issued, and every holder’s post-money ownership.

    Pool10.0%Dilution20.0%Shares12.50M
    Post-money
    $20.00M
    Pre $18.00M + $2.00M
    Price per share
    $1.60
    12.50M shares
    Founder ownership
    64.0%
    was 80.0%
    New investor
    10.0%
    for $2.00M
    Post-money cap table
    The pool is carved out before the round, so it dilutes existing holders rather than the new investor.
    Post-money cap table
    HolderSharesOwnershipValue
    Founders8.000e+664.00%$12.80M
    Existing investors2.000e+616.00%$3.20M
    Option pool1.250e+610.00%$2.00M
    New investor1.250e+610.00%$2.00M

    No liquidation preference, participation or anti-dilution; those change the payout, not the ownership.

    Inspect the model
    Choose a quick result view, a scaled comparison, or the complete diagnostic set.
    Ownership after the round
    Founders, existing investors, the option pool and the new investor.
    Ownership after the round0.00%1510.4%3020.8%4531.2%6041.6%7552.0%FoundersFoundersExistingExistingPoolPoolNewNew%
    Canonical equations
    The exact relationships implemented by this engine.

    p = pre-money / (existing shares + pool) · The pool is inside the pre-money.

    n = investment / p · The round buys shares at the same price as the pool.

    P = q/(1 − q) · (existing + n) · q is the post-money pool percentage.

    finance methodology

    A clear path from inputs to results.

    The option pool is the part founders get wrong. Carved out before the round, it dilutes existing holders rather than the new investor — and because the pool percentage is defined post-money while the price depends on the pool, the two have to be solved together.

    Step-by-step methodWorked exampleAssumptions explained

    How to use

    1. Enter the founder and existing investor shares.
    2. Set the post-money pool percentage and the round terms.
    3. Read the price per share, the shares issued and the post-money table.

    The formula

    p=pre-moneySexisting+P,P=q1−q(Sexisting+n)p = \frac{\text{pre-money}}{S_{existing} + P}, \qquad P = \frac{q}{1-q}(S_{existing} + n)

    Reference: Standard priced-round arithmetic with a pre-money pool, following the NVCA model legal documents.

    Worked example

    $2M at $18M pre with a 10% pool

    Inputs
    • 8M founder shares, 2M investor shares, 10% pool, $2M raise, $18M pre.
    Calculation path
    1. 1

      Solve the pool and price together: P = 1.25M, p = $1.60, n = 1.25M. Post-money 12.5M shares at $1.60 = $20M.

    Result

    Founders 64%, existing 16%, pool 10%, new investor 10%.

    Interpreting the result

    A 10% pool at a $18M pre-money costs the founders about 5 percentage points more than the round alone. That is the number to negotiate before signing the term sheet.

    Assumptions & limitations

    • Single priced round with one new investor.
    • Pool created pre-money and fully unissued.
    • No convertible notes, SAFEs or warrants.
    • No liquidation preference or anti-dilution.

    Frequently asked questions

    Why does the pool dilute founders, not the investor?

    Because it is created before the investment is priced, so it sits inside the pre-money valuation.

    Does a bigger pool always hurt founders?

    It lowers the price per share but funds hiring. The trade is dilution now against the round not being under-subscribed later.

    What about SAFEs converting?

    They convert at their own cap or discount, which changes the share count; model them as existing shares first.

    Why is the price not simply pre-money over existing shares?

    That ignores the pool, which is part of the pre-money share count.

    Methodology last reviewed 2026-10-22. Results are informational and not financial or engineering advice — see our disclaimer.