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Round mechanics

Option pool

Shares set aside to grant to future employees, usually expressed as a percentage of the fully diluted company.

Why it matters

Watch when it is created. If the pool is carved out of the pre-money, existing shareholders absorb all of it and the new investor pays none. This "option pool shuffle" can cost founders more than a valuation reduction would.

A worked example

On a $10M pre-money, a 10% pool created pre-money is effectively a $1M cost borne entirely by you and existing holders. Created post-money, that cost is shared with the incoming investor.

What is typical

10% to 20% depending on stage and how many senior hires are planned. Push to size it against a real 12 to 18 month hiring plan rather than a round number.

Related terms

Dilution

The reduction in your ownership percentage when new shares are issued.

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Pre-money valuation

What your company is agreed to be worth immediately before new investment goes in.

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Post-money valuation

The pre-money valuation plus the new money invested.

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VCTerminal models these terms on your real cap table, so you can see what a term sheet pays you before you sign it.

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