Enter pre-money, new money, current unallocated pool, and the target pool the sheet asks for. You get the top-up, existing-holder and investor ownership under pre-money versus post-money placement, and a short read of who paid for the pool.
Companion to the equity & cap table section on the option pool shuffle, and to size the option pool from a hiring plan. Your hiring plan sets the size. This tool shows whose percentage moves. Not legal, tax, or compensation advice.
What it does
- Pre-money valuation ($): the headline pre on the sheet.
- New investment ($): cash in this round.
- Current unallocated pool %: option pool today, fully diluted, before the top-up.
- Target option pool %: what the sheet asks for after the top-up, as a percent of post-round fully diluted shares.
- Side-by-side: pre-money placement (existing holders fund the top-up before new money prices in) versus post-money placement (the top-up dilutes everyone, including the new investor).
All arithmetic runs in your browser, and the tool stores and sends nothing. It rounds the output and prints the formulas under the result so you can check them with counsel and your cap table software.
How to read the result
Kruze: investors often require the pool increase pre-money, so founders and existing holders take that dilution while the investor calculates its ownership on a “full” pool. Carta: a pre-money pool shifts more dilution to existing shareholders; a post-money pool shares it with the incoming investor. The target percentage can match while a different holder pays for it.
Pre-money placement is the usual sheet. Post-money placement is the founder-friendlier contrast. Kruze notes they almost never see the founder-friendly version in practice. Use the gap between the two columns as negotiation math, not as a promise the other side will take post-money.
Size still comes from a hiring plan. Carta: 12–18 months of seats. Kruze: walk a round-number ask down with an 18–24 month plan. If the sheet wants 15% and your plan needs 10%, the extra points are a price term. Model them here. Do not treat 15% as the hiring plan.
SAFEs and converts that price at the close usually do not eat a pre-close pool increase (Kruze). Founders take more of it.
Labeled hypothetical
Not a company. Matches the sketch on the equity hub.
Pre-money $40M. New money $10M. Unallocated today 5%. Target pool 15% of post-round fully diluted. Load those defaults in the form. Pre-money placement leaves existing holders lower than post-money placement. The investor stays at 20% only when you carve the pool out pre-money. Run your real numbers with counsel. Do not treat this as a term sheet.
Sources
- Kruze, option pool shuffle. 29 January 2024. Pre-money versus post-money pool placement; 10% / 15% / 20% generic asks; negotiate from an 18–24 month hiring plan.
- Carta, option pools. 20 August 2026. Pre-money versus post-money pools; option pool shuffle; size from a 12–18 month hiring plan. HSBC Innovation Banking 2026 Term Sheet Guide cited there for common 10–15% pools, 10% most frequent.
Pool placement is a price term. Founders who have sat through that negotiation will pressure-test your hiring plan against the sheet in a FounderNexus session.