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Option pool / ESOP planner.

Size your option pool against your hiring plan, compare pre-money vs post-money top-up cost, and see exactly how much founder ownership a 15% post-money pool actually costs.

  • Pool capacity tracker (granted vs available)
  • Pre-money vs post-money top-up dilution, side by side
  • Common grant-size reference (CEO, VP, IC, advisor)
  • Optional emailed PDF report with the full breakdown
Open the planner
Inputs & results

Enter your current cap structure, the pool top-up target, and the round terms. The planner shows pool capacity, founder dilution, and the pre-money vs post-money comparison.

Today’s cap structure
Founders, employees with exercised options, prior investors. Pool is separate.
Grants outstanding, vested or unvested. Excludes exercised options.
Pool target & round
%
Common range: 10–20%. Most investors push for 15% at Series A.
$
$
Pre-money: founders absorb the pool. Post-money: everyone shares the dilution, including the new investors.
Pool capacity today
Granted / reserved
—
Remaining grant capacity
—
Pool status
—
— —
Top-up math
Pool expansion needed (shares)
—
Final post-round pool %
—
Round price per share
—
New investor shares
—
Cost of the pool, pre vs post comparison
MethodPool sharesFounder %Founder Δ
Pre-money top-up — — —
Post-money top-up — — —
Reference: common grant sizes
RoleTypical %Shares from pool
VP / Senior hire1.00%—
Early engineer0.50%—
Mid-level IC0.10%—
Advisor0.25%—
Optional · Save this scenario
Email me the pool planning report as a PDF.

We’ll send a clean report with your cap structure, the top-up math, and the pre vs post-money comparison, ready to share with your board or the investors negotiating your pool size.

We’ll send the PDF and occasional corporate-records tips. Unsubscribe any time. We don’t share your email.

How the math works

Pool sizing, in four steps.

The hard part isn’t the arithmetic. It’s seeing what a pool target actually costs in founder ownership, and which expansion timing produces the smallest number.

1
Anchor the share count

Start with existing shares outstanding (everything except the pool) plus the current pool reserve. That’s today’s fully-diluted base.

2
Solve for the expansion

For a target post-round pool %, compute the pool shares such that pool / total post = target. Pre-money: total post excludes new investor shares from the denominator; post-money: includes them.

3
Compute the round price

For pre-money: pre-money valuation divided by pre-round shares including the full pool. For post-money: pre-money valuation divided by pre-round shares excluding the new pool top-up.

4
Compare the two methods

Same pool target, two different founder dilution numbers. New investors almost always require pre-money. Pre-money is meaningfully more dilutive to founders, this is what the comparison table makes obvious.

Why founders care

The pool conversation is the dilution conversation.

By the time a term sheet lands, the pool target is usually the most negotiable lever left, valuation is set, round size is set. Investors pushing for 15% post-money are pushing for another point or two of founder dilution. Knowing the actual number, before the negotiation, changes how the conversation goes.

See Cap Tables & Financing
FAQ

Common questions

Because the pool shares are created out of the pre-money cap, which is the founders’ ownership. New investors price the round assuming the pool is already in place, so they buy at a lower per-share price, the founder absorbs the cost of every pool share. With post-money, the pool comes out of the total post-round count, which dilutes everyone proportionally.

Because in practice they almost never have a choice. New investors require the pre-money top-up, it’s built into virtually every Series A term sheet. The negotiation is over the size of the pool, not the method of top-up. Knowing the cost gives you leverage to argue for a smaller pool, not for a different method.

Sized to the hiring plan to the next round, not for the life of the company. 10–15% is standard at seed and Series A. Smaller pools are common at later stages where dilution costs more. The right number is the smallest pool that covers the offers you actually plan to make before the next financing.

Outstanding option grants (vested and unvested), but not options that have been exercised into common stock, those have left the pool and are now in the existing shares outstanding column. Cancelled or forfeited grants that haven’t been returned to the pool also count as granted.

Yes, if your pool is running out, the “expansion needed” figure tells you how many shares you need to add. Run the round numbers at $0 to see pure pool expansion (without raising), or pair it with your next round.

This tool focuses on pool sizing. If you have SAFEs converting at the priced round, use the multi-SAFE batch simulator first to figure out the post-conversion share count, then enter that as “existing shares outstanding” here.
Related concepts

The glossary behind the pool.

Definitions of the equity instruments and dilution mechanics this tool models, plus the sibling calculators for SAFEs and full priced rounds.

Option pool
Pre-money top-up and dilution mechanics
Stock options
What the pool actually issues
Vesting cliff
The standard 1-year cliff, 4-year schedule
Cap table
Where pool shares sit fully diluted
Anti-dilution
How investors protect against pool expansion
Issued vs. authorized shares
The corporate-records side of pool expansion
Cap Table Dilution Calculator
Model the full priced round across all holders
Multi-SAFE Batch Simulator
Convert stacked SAFEs at the same round
SAFE Conversion Simulator
Single-SAFE conversion math, step by step
When the pool sits on real shares.

Octelligence tracks issued vs. authorized shares, the pool reserve, and every outstanding option as first-class records, so pool expansion shows up as a board resolution, an updated cap table, and an audit trail, not a spreadsheet edit.

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