Model option pool creation, dilution impact, and multi-round fundraising scenarios. Calculate fully-diluted cap tables and visualize founder/investor/employee ownership across Series A, B, and C rounds.
📝Current Situation
Enter your current cap table and upcoming round details
💡Cap Table Impact
Ownership breakdown after option pool creation and investment
Recommended Option Pool
15.0%
Industry Standard
Key Metrics
Post-Money Valuation
$0
Pre-money + investment
Price Per Share
$0.00
Post-money ÷ FD shares
Founder Dilution
0%
From pool + investment
Option Pool Shares
0
Reserved for employees
Shareholder
Shares
% Ownership
Value
Ownership Breakdown (Post-Money)
Fully-Diluted Basis
📈Multi-Round Dilution Model
Model option pool expansion and dilution across Series A, B, and C
💡 How This Works
This model shows how founder ownership dilutes across multiple funding rounds. Each round creates a new option pool (if needed), issues new shares to investors, and recalculates ownership percentages on a fully-diluted basis.
Total common shares issued to founders at company formation
Series A
Round 1
Series B
Round 2
Series C
Round 3
📖 How Option Pool Sizing Works
Option Pool Creation (Pre-Money vs Post-Money):
Pre-Money Pool: Option pool is carved out BEFORE the investment, diluting founders but not investors. Most common structure in VC deals.
Post-Money Pool: Pool size is expressed as % of post-money fully-diluted shares (what this calculator uses for clarity).
Example: If investors want a 20% post-money pool and invest $2M at $8M pre-money, the pool dilutes founders MORE than the investment itself.
Typical Pool Sizes by Stage:
Seed Round: 10-12% post-money. Enough for first 5-10 hires (VP Eng, Head of Sales, early engineers).
Series A: 15-20% post-money. Enough for 10-20 hires over 18-24 months (senior execs, eng team, product).
Series B: 10-15% top-up. Replenish pool for next 20-30 hires (scale sales, marketing, ops).
Series C+: 5-10% top-up. Smaller % but larger absolute number of shares as valuation grows.
Dilution Mechanics:
Fully-Diluted Shares: Common shares + Preferred shares + ENTIRE option pool (not just vested/granted options).
Founder Dilution: Founders get diluted by BOTH the new investment AND the option pool creation.
Price Per Share: Post-money valuation ÷ Fully-diluted shares = price used for 409A valuations and option grants.
Investor Protection: VCs negotiate option pool size pre-money to avoid their own dilution from employee grants.
Hiring Plan Validation:
Rule of thumb: Senior exec (VP/C-level) = 0.5-1.5% of company. Senior IC/Manager = 0.1-0.5%. Early employee = 0.01-0.1%.
Example: 15% pool can support ~10 senior hires (1% each) + 20 early employees (0.25% avg) = ~30 total grants.
If your 18-month hiring plan is 50 people and you only have a 10% pool, you'll run out of options and need a top-up mid-round.
Common Mistakes:
Pool too small: Run out of options mid-hiring plan, forced to raise emergency capital or re-negotiate with investors.
Pool too large: Founders get over-diluted upfront for options that won't be granted for years.
Ignoring top-ups: Forgetting that each new round typically requires refreshing the option pool (dilutes everyone pro-rata).
Confusing FD with outstanding: Option pool counts as issued shares for dilution purposes, even if no options are actually granted yet.
Disclaimer: This calculator provides estimates for educational purposes. Actual cap table modeling requires 409A valuations, vesting schedules, and legal/tax advice. Consult a startup attorney and CFO before finalizing option pool size and investor terms.