Direct answer
An option-pool percentage is incomplete without its denominator and timing. State whether the figure is measured before or after financing, whether it includes granted and unallocated options, which securities are fully diluted, how the pool increase is priced, and who bears the dilution. The linked calculator shows only a simple percentage-change scenario; the financing documents and authoritative cap table control the real outcome.
Preparation sequence
- Reconcile issued, reserved, granted, exercised, cancelled, expired, and unallocated amounts.
- Define the fully diluted denominator and every included or excluded security.
- State whether the target pool is created before or after financing and how the price-per-share calculation treats it.
- Model founder, existing-investor, employee, and new-investor ownership under each documented scenario.
- Confirm plan authority, board and shareholder approvals, investor consents, filings, grant documents, and employee communications separately.
Decisions to record
What is in the denominator?
List issued shares and every option, warrant, convertible or other security included in the fully diluted total; show granted and unallocated pool amounts separately.
When is the pool measured?
State whether the target applies before or after the investment and whether the increase changes the price paid by the new investor.
Who bears the dilution?
Show the ownership of founders, existing investors, employees and the new investor under each scenario rather than quoting only the pool percentage.
Can the company authorize the change?
Check the plan limit, constitution, shareholder agreement, board and shareholder approvals, investor consents, filings, and grant process against current records.
Evidence to organize
- Reconciled current cap table and authoritative register
- Option-plan rules, approval limit, grant register, award documents, cancellations, and exercises
- Term sheet, investment model, price-per-share calculation, and fully diluted definition
- Constitution, shareholder agreement, pre-emption and investor-consent requirements
- Approval, filing, grant, communication, and post-closing evidence
Example decision record
A term sheet requests a 10% unallocated pool before closing. The current sheet labels the pool 5% but mixes granted and unallocated awards. Reconcile those amounts, define the fully diluted denominator, then compare the pre-money increase with a post-money alternative and show each holder's percentage under both.
Use the result responsibly
This guide does not select a legal mechanism, determine compliance, validate a contract, calculate a legal deadline, or predict an outcome. Laws, procedures, facts, and provider terms change. Check the official sources and obtain qualified advice where the business decision requires it.
Official reference points
Reviewed 2026-09-02. These sources are starting points, not a complete statement of applicable law.