How much of the company will we own after each round?
Enter the pre-money valuation, the amount raised and the option pool for up to three priced rounds, and see who owns what after each one.
When a company issues new shares, everyone who already holds shares owns a smaller percentage of it. This is dilution. You keep the same number of shares, but the total number of shares goes up.
The pre-money valuation is what the company is valued at before the new money goes in. Add the amount raised and you get the post-money valuation. The new investors own the amount they put in divided by the post-money valuation: $250,000 at a $1 million pre-money valuation buys 20%, but at a $1 million post-money valuation it buys 25%.
Investors often ask for an option pool, shares set aside for future employees, to be in place before they invest. It then comes out of the existing holders' share, not the new investors'. This calculator works it out that way. If SAFEs or convertible notes turn into shares in the round, use the SAFEs and notes calculator for that round.
Results
- Founders
- Option pool
- Round 1 investors
- Round 2 investors
| Holder | Now | After round 1 | After round 2 |
|---|---|---|---|
| Founders | 100.0% | 70.0% | 52.9% |
| Option pool | – | 10.0% | 12.0% |
| Round 1 investors | – | 20.0% | 15.1% |
| Round 2 investors | – | – | 20.0% |
| Post-money valuation | – | $5,000,000 | $25,000,000 |
| Added to the option pool | – | 10.0% | 4.4% |
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Worked example: a seed round, then a Series A
A made-up example: the founders own all the shares. They raise $1 million at a $4 million pre-money valuation with a 10% option pool, then $5 million at a $20 million pre-money valuation with the pool topped up to 12%.
- Round 1: $4,000,000 pre-money + $1,000,000 raised
- $5,000,000 post-money
- New investors: $1,000,000 ÷ $5,000,000
- 20.0%
- Option pool topped up to 10%, before the money goes in
- + 10.0%
- Founders after round 1
- 70.0%
- Round 2: $20,000,000 pre-money + $5,000,000 raised
- $25,000,000 post-money
- New investors: $5,000,000 ÷ $25,000,000
- 20.0%
- Option pool topped up to 12%, before the money goes in
- + 4.4%
- Founders after round 2
- 52.9%
- Founders' shares at the last post-money valuation (on paper)
- $13,222,222
Without the option pool top-ups the founders would own 64.0% after the last round instead of 52.9%: the pool comes out of their share, not the new investors'.
Worth knowing
- A smaller share can still be worth more. If the company's value grows, a smaller slice of it can be worth more than the bigger slice you had before.
- Investors in a priced round usually buy preferred stock, which can carry anti-dilution protection: if a later round's share price is lower (a down round), they may get extra shares or a lower conversion price, at the founders' expense. This calculator flags a down round but does not include those terms.
- In a Delaware corporation, stockholders have no right to buy part of a new issue of shares unless the certificate of incorporation grants it. Investors often ask for pro-rata rights in their own agreements instead, so they can keep their share in later rounds.
- A private company usually grants options to employees under the SEC's Rule 701. In any 12 months it can sell the greatest of $1 million, 15% of its total assets or 15% of the class of shares under that rule, and above $10 million it must give employees more information, including financial statements.
- Incentive stock options get special tax treatment, but only up to $100,000 of stock (valued when the options are granted) becoming exercisable for the first time for one employee in a calendar year. Options above that are taxed as ordinary (nonqualified) options.
Routes this works for
Sources
- SEC: Small business glossary (dilution; valuation, with a pre-money and post-money example; preferred stock and anti-dilution protection; stock options) · checked October 31, 2026
- SEC: Raising later-stage capital (which owners are diluted; anti-dilution provisions; employee equity plans) · checked October 31, 2026
- Delaware Code, title 8, section 102(b)(3): no preemptive rights unless the certificate of incorporation grants them · checked October 31, 2026
- 17 CFR 230.701 (Rule 701): exemption for offers and sales of securities under compensatory benefit plans, paragraphs (d) and (e) · checked October 31, 2026
- 26 U.S.C. 422(d): incentive stock options, $100,000 per year limitation · checked October 31, 2026
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