Size the option pool from a hiring plan that reaches the next round. Each executive grant draws on unallocated pool. If a term sheet tops up the pool pre-money, existing holders take that dilution. Not legal, tax, or compensation advice.
Option pool size by stage
Size bottoms-up from the seats you will hire, then check the range your investors expect. The sources below disagree on the right percentage; keep them separate.
| Source | Seed | Series A | Later / note |
|---|---|---|---|
| Carta / HSBC Innovation Banking 2026 Term Sheet Guide | Most common pool 10–15%; 10% most frequent | 71% of Series A term sheets (Q2 2025) create or top up a pool; median time since seed 616 days | Size from a 12–18 month hiring plan. Do not default to 10%. |
| Index (US typical path) | Traditionally ~10% | Often ~15% | Toward 20–25% by Series D |
| Index (bottom-up Series A scenario) | Recommended 10–15%; scenario needs ~12% through Series B | Models 12% A / 14% B / 16% C for next-gen European successes | |
| YC / The Family (via Index) | Advocate 20% at seed, with valuation raised to accommodate | ||
| Kruze | Common asks 10%, 15%, or 20% | Same band in term sheets | Negotiate from an 18–24 month hiring plan with researched equity per seat |
Empty cells mean that source did not publish a figure for that column.
Carta (20 August 2026): build the pool bottoms-up from the next 12–18 months of hiring, then sanity-check top-down. Index treats ESOP size as a board-level decision meant to cover talent through the next round. Kruze (29 January 2024): VCs often put the pool increase pre-money, so founders and existing holders take the dilution.
Grants are pool draws
Treat a VP grant as a line item against remaining unallocated pool, next to IC grants and refreshers you have not written yet. Liking the candidate does not change the pool.
Use size the option pool from a hiring plan to add the seats up. Use executive equity grants by stage for cited Seed–Series B bands by seat. Run a proposed percentage against remaining pool in the executive equity calculator.
Option pool shuffle
Pre-money vs post-money pool placement decides who takes the dilution.
Kruze: investors often require the pool top-up to happen before the new money prices in. That shrinks founder and existing-holder ownership so the new round’s ownership math lands after a “full” pool. Carta covers the same mechanics in its option-pool guidance: you are negotiating when to measure the pool, and the top-up has a cost.
Labeled hypothetical
Not a company. Round numbers keep the arithmetic visible.
Pre-money valuation $40M. New money $10M. Investor wants a 15% pool measured pre-money, and unallocated pool today is 5%. The top-up to 15% dilutes existing holders before the new money. If you measured the same 15% post-money, more of that dilution would sit after the round. The headline pool percentage stays the same while a different holder pays for it. Run the side-by-side in the option pool shuffle calculator. Confirm with counsel and your cap table software. Do not treat this sketch as a term sheet.
409A before you grant after a priced round
A priced round is a material event. Carta: you generally need a 409A before issuing common stock options to US tax residents; validity is typically 12 months from the effective date and ends sooner after a material event. Refresh the 409A, board-approve the new FMV, then grant. Strike must be at least FMV on the grant date. Standalone 409A cost, per Carta: roughly $1,000 to over $10,000 depending on size and complexity. Full spoke: 409A after a priced round covers cost bands, the freeze-to-grant timeline, and why common ≠ preferred.
Sources
- Carta, option pools. 20 August 2026. HSBC Innovation Banking 2026 Term Sheet Guide cited there for common pool sizes.
- Carta, 409A valuation. 4 August 2026.
- Index Ventures, Rewarding Talent. ESOP size by stage, bottom-up scenario, YC / The Family note
- Index Ventures OptionPlan
- Kruze, option pool shuffle. 29 January 2024.
Related
- 409A after a priced round
- Size the option pool from a hiring plan
- Executive equity grants by stage
- Executive equity calculator
- Option pool shuffle calculator
Your board decides pool math. Founders who have sat through that negotiation will pressure-test your hiring plan and remaining unallocated pool in a FounderNexus session.