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Cap table & option pool calculator

Model founder ownership from founding through pre-seed, seed and Series A — including how option pool top-ups add to the dilution.

Round 1
Round 2
Round 3

Founders own 47.3% after Series A

AfterFoundersPoolPre-seedSeedSeries A
Founding100.0%0.0%———
Pre-seed85.0%5.0%10.0%——
Seed62.6%10.0%7.4%20.0%—
Series A47.3%12.0%5.6%15.1%20.0%

Pool top-ups are modelled the way most term sheets ask for them: created before the new money, so they dilute existing holders rather than the incoming investor. SAFEs and notes are left out — use the SAFE dilution calculator for those.

Updated Oct 1, 2026

Worked examples

A common path to Series A

10% sold at pre-seed with a 5% pool, 20% at seed with a 10% pool, 20% at Series A with a 12% pool.

Result: Founders own 47.3% after Series A

Bootstrapped to a single seed round

No pool until a seed round that sells 15% and sets up a 10% pool.

Result: Founders own 75.0% after Seed

Heavy dilution

Selling 15%, 25% and 25% with growing pools shows how quickly founder ownership falls.

Result: Founders own 35.8% after Series A

How it works

Each round, the new investors get exactly the percentage you sold. If the option pool needs topping up to its target, the extra shares are created before the new money, so they dilute everyone already on the cap table rather than the incoming investor. Everyone else's stake shrinks proportionally so the table always adds up to 100%.

Outside the US

United Kingdom: employee equity is commonly granted as EMI options, a tax-advantaged scheme for qualifying companies. Founder vesting is usually written into the shareholders' agreement or articles as good-leaver / bad-leaver terms rather than a US-style repurchase right.

Germany: many startups use virtual share (VSOP) plans for employees, and founder vesting with leaver clauses is set out in the shareholders' agreement.

India: ESOPs are governed by the Companies Act, 2013, and employees of eligible DPIIT-recognised startups can defer tax on ESOPs.

Wherever you are, the percentages work the same way — have a local lawyer document them.

Common questions

How much do founders own after a Series A?

It varies widely. Selling 10–25% per round and topping up the option pool each time, founders commonly end up with somewhere between a third and a half of the company after a Series A — model your own rounds above to see your number.

How big should the option pool be?

Often around 10–15% after a seed or Series A, sized to the hires planned before the next round. Investors usually want it created before their money comes in, which dilutes existing holders.

Why does my ownership drop more than the percentage I sold?

Because the option pool is usually topped up before each round, so you're diluted by the new investors and by the new pool.

Read more: What is a cap table? · Option pools · Pre-seed vs seed · SAFE dilution calculator

General information, not legal, tax or investment advice.