An option pool top-up is the increase in a startup's employee option pool agreed as part of a priced round, and whoever pays for it gives up part of their ownership. A priced round is one where investors buy shares at an agreed valuation. On the SAFEs & Ownership tab you set the pool size you want after the round and choose who bears the top-up: today's shareholders only, or everyone including the new investors. The target you enter is a percentage of the company after the round, not before it.
What is an option pool top-up?
The option pool is the slice of the company set aside for employee stock options. In Equidam it covers options not allocated yet plus options granted but not yet turned into shares. Staff who already hold shares belong in the Employee shareholder group and dilute like founders.
The top-up is whatever must be added so the pool reaches your target after the round. That is more than the gap between today's pool and the target, because the new money dilutes the pool too. The caption under the inputs reports only that gap, for example +2.0 points from 8% to 10%. The worked example shows the pool actually added.
Equidam only adds to the pool. If the new money alone would leave the pool at or above your target, nothing is added and the pool is diluted like every other holder.
A top-up added before the new money, paid for by existing holders only, is also known as the option pool shuffle.
How do you model a top-up in Equidam?
Open SAFEs & Ownership and check Current Shareholders. Set the Group of your pool row to Option pool. An untagged row whose name contains "ESOP", "option pool" or "option-pool" is read as the pool automatically.
In the next-round section (titled with your company name, for example "Acme's next round"), enter the Round size.
Enter Option pool after the round as a percentage. It starts at 10%.
Choose Pool top-up borne by: Existing shareholders or Everyone incl. new investors.
Pick a Pre-money valuation, the company's value before the new money: Low, Equidam or High from your valuation range, or Custom to set your own.
Read the caption and the Pro-forma cap table. Open How this converts to see a line naming the mode, shown whenever the pool is topped up.
Who bears the dilution in each mode?
Existing shareholders (Pool added before the money) is the default. The pool is enlarged before the new money, and Equidam sizes the pre-round pool so it lands on your target after the round:
New investors' share = round size / (pre-money valuation + round size)
Pool before the new money = target / (1 - new investors' share)
The extra pool is taken from founders, employee shareholders, existing investors, and pre-money SAFEs and convertible notes. A SAFE (Simple Agreement for Future Equity) and a convertible note let an investor pay now and receive shares at the next priced round. A post-money SAFE, or a note with a post-money cap, promises its holder a fixed percentage of the company, so it keeps that percentage and does not pay for the top-up. New investors are not diluted by the top-up either.
Everyone incl. new investors (Pool added after the money) applies the top-up to the finished post-round table. The round first runs with the pool at today's size. If the pool then sits below your target, Equidam sets the pool to the target and multiplies every other row by:
(1 - target) / (1 - pool share after the round)
Each holder gives up the same proportion of their stake: founders, existing investors, every converting SAFE or note on either basis, and the new investors.
Worked example: the same round in both modes
A company has founders at 92% and an option pool at 8%, with no SAFEs. It raises 1,000,000 at a 4,000,000 pre-money valuation and targets a 10% pool. The new investors' share is 1,000,000 / 5,000,000 = 20%. The caption shows +2.0 points in both modes.
With Existing shareholders, the pool before the new money is 10% / (1 - 20%) = 12.5%, so 4.5 points are added. Founders keep the remaining 87.5%. After the round everyone in that table is scaled by 80%:
Founders: 87.5% x 0.8 = 70.0%
Option pool: 12.5% x 0.8 = 10.0%
New investors: 20.0%
With Everyone incl. new investors, the round runs first: founders 92% x 0.8 = 73.6%, pool 8% x 0.8 = 6.4%, new investors 20%. The pool then goes from 6.4% to 10%, and the scaling factor is (1 - 10%) / (1 - 6.4%) = 0.9615:
Founders: 73.6% x 0.9615 = 70.8%
Option pool: 10.0%
New investors: 20% x 0.9615 = 19.2%
Switching the bearer moves 0.8 points from the new investors to the founders here.
What is saved with a scenario?
Save this scenario stores the round assumptions under a name, including the pool target and the bearer. Hypothetical SAFEs are not saved.
Limits
SAFEs & Ownership has no lock icon on the free plan. Without a completed valuation you type a pre-money valuation instead.
The pool target accepts 0 to 100 in the field. The calculation caps it at 99%.
If the pool target, the round size and any post-money SAFEs together would claim more than 100% of the company before the new money, the page shows a warning. The tables keep showing the last result that worked. Lower the pool target or the round size, raise the pre-money valuation, or check the SAFE amounts. The warning text mentions only SAFEs even when none exist.
Deleting a saved scenario with its cross icon removes it at once, with no confirmation step.
Liquidation preferences are not modelled.
Common questions
My pool already equals the target. Why does founder ownership still drop?
The target is measured after the round, and the new money dilutes the pool too. Keeping a 10% pool at 10% through a 20% round means refilling it, and founders pay. The caption reports target minus today's pool, so it says there is nothing to top up; How this converts shows the refill.
Which option do investors usually ask for?
The page describes Existing shareholders as what investors normally ask for. Choose Everyone incl. new investors when your term sheet, the summary of the deal terms, says the pool is sized on the post-round table and shared by all.
Do my SAFE holders pay for the option pool top-up?
In the default mode, pre-money SAFEs and notes share the cost with today's shareholders, and post-money SAFEs do not. In the Everyone incl. new investors mode, every SAFE and note is scaled down with everyone else.