SaaS / Funding

Equity Dilution Calculator: Cap Table After a Funding Round

Enter the shareholders, the existing option pool, the pre-money valuation, the amount raised, and the pool the investors want after the round to see the price per share, the new shares, and everyone's stake before and after. A simplified model.

Equity Dilution Calculator: Cap Table After a Funding Round: Investors own amount raised ÷ post-money valuation: 2 million on 8 million pre-money is 20%. The pool is topped up to 15% before the money comes in, so two founders with 4 million shares each and a 1 million share pool fall from 44.4% to 32.5% each, at a price of 0.8125 per share. Runs 100% locally in your browser with zero server file uploads.

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Price per share0.8125
Post-money valuation10,000,000investors own 20%
New shares2,461,538plus 846,154 added to the option pool
Shares after the round12,307,692
HolderSharesBeforeAfter
Founder A4,000,00044.44%32.5%
Founder B4,000,00044.44%32.5%
Option pool1,846,15411.11%15%
New investors2,461,5380%20%

In a priced round, the investors own amount raised ÷ post-money valuation, and the price per share is the pre-money valuation ÷ the shares before the money comes in. Investors usually ask for the option pool to be topped up before the round, so the new pool shares dilute only the existing holders. This is a simplified model: it leaves out convertible notes and SAFEs, liquidation preferences, and anti-dilution terms, which can change the result.

Several rounds

Dilution compounds: selling 20% in each of three rounds leaves 0.8³ = 51% of what founders had at the start, before any pool top-ups.

Employee grants

Options from the pool are usually granted with a vesting schedule; see how many have vested at any date with the vesting schedule calculator.

How to use it

  1. List the shareholders and their shares, and the existing option pool.
  2. Enter the pre-money valuation and the amount raised.
  3. Set the option pool the investors want after the round and read the new cap table.

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Frequently asked questions

What is the option pool shuffle?

Investors usually require the enlarged option pool to be counted in the pre-money valuation, so only the existing shareholders are diluted by it; it lowers the effective price they receive.

Does dilution mean I lose money?

Not by itself: a smaller share of a company worth more can be worth the same. Without the pool top-up, each founder in the example would keep 35.6% of 10 million, the same 3.56 million as 44.4% of 8 million before; the top-up is what brings it down to 32.5%, or 3.25 million.

What does the model leave out?

Convertible notes and SAFEs converting in the round, liquidation preferences, and anti-dilution terms. Use it for a first estimate and check the real terms with a lawyer.

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