Option Pool Shuffle Calculator

Estimate founder dilution impact when the option pool is increased to a target percent of post-money (simplified).

In many term sheets, the option pool is increased before the investment and counted in the pre-money. This is often called the option pool shuffle.

The shuffle can materially change effective founder dilution even if the headline pre-money valuation is unchanged.

Prefer an explanation- Read the guide.
 
$
 
$
Percent of fully diluted shares before the round.
%
Percent of fully diluted shares after the round.
%
Tip: you can type commas (e.g., 10,000).

Example

Using the default inputs, the result is:
65%
Pre-money valuation
$20,000,000
New investment (round size)
$5,000,000
Current option pool (pre-money)
10%
Target option pool (post-money)
15%

How to calculate

  1. Enter pre-money valuation and new investment amount.
  2. Enter current option pool % (fully diluted pre) and target option pool % (post-money).
  3. Review post-money ownership split (investor vs option pool vs existing holders).

Formula

Investor % = investment / post-money; option pool shuffle solves for extra pool shares to reach target pool % post-money (simplified share normalization).
  • Uses a simplified fully diluted share model normalized to 1 pre-money share base.
  • Ignores SAFE/note conversions and any share-class / liquidation preference terms.
  • Assumes investor ownership approximation investment / post-money.

FAQ

Why does the option pool shuffle matter-
Because increasing the option pool before the investment effectively reduces the ownership left for existing holders (founders and prior investors), even if the headline valuation is unchanged.
Is this a full cap table model-
No. It's a simplified model to estimate the direction and magnitude. For negotiation and legal accuracy, build a full cap table including SAFEs/notes and share classes.

Common mistakes

  • Using pool % defined on different bases (issued vs fully diluted).
  • Setting an impossible target pool % given the round size and pre-money.
  • Ignoring SAFE/note conversions that also dilute common.

Quick checks

  • Use consistent time units (monthly vs annual) when entering rates and cash flows.
  • Run a sensitivity check on the input that drives the result most (often discount rate or growth).
  • Treat the output as a decision aid, not a prediction; validate assumptions with reality.