Definition
Pro rata rights allow an existing investor to participate in a future financing to maintain ownership, typically by buying a proportional share of the new issuance (subject to terms and allocation).
Example
If you own 5% and the company raises $10M, a simplified pro rata check is about $500k to maintain 5%.
How to use it
- A rough check-size estimate is current ownership % * round size (priced equity, simplified).
- Your ability to take pro rata can be limited by allocation and company discretion.
- Confirm whether pro rata applies to the full round or only to a portion.
Common mistakes
- Assuming full pro rata is always available (many rounds are oversubscribed).
- Ignoring other dilution sources (option pool increases, SAFE/note conversions).
- Modeling pro rata without a fully diluted share count.
Why this matters
This term matters because cash timing and risk are usually the difference between a plan that works on paper and a plan that survives. Use consistent definitions so decisions are comparable over time.
Practical checklist
- Write a 1-line definition for "Pro Rata Rights" that your team will use consistently.
- Keep the time window consistent (weekly/monthly/quarterly) when comparing trends.
- Segment results (channel/plan/cohort) before drawing big conclusions from blended averages.
- Use a calculator that references this term (e.g., Pro Rata Investment Calculator) to sanity-check assumptions.
- Read the related guide (e.g., Pro rata rights: what they mean and how to estimate your check size) for context and common pitfalls.
Where to use this on MetricKit
Calculators
- Pro Rata Investment Calculator: Estimate how much you need to invest in a new round to maintain your ownership percentage (simplified).
Guides
- Pro rata rights: what they mean and how to estimate your check size: A practical guide to pro rata rights: maintaining ownership, estimating dilution if you don't participate, and common allocation pitfalls.
- Fundraising & valuation hub: pre/post-money, SAFEs, notes, and liquidation prefs: A practical hub for startup fundraising and valuation basics: pre/post-money, pro rata, option pool shuffle, SAFE/note conversion, and liquidation preference outcomes.