Dilution

What is Option Pool Shuffle?

The standard term-sheet practice of expanding the option pool before a priced round closes - diluting only existing shareholders, not the new investor.

The option pool shuffle refers to lead investors requiring a pool top-up to a target percentage (typically 10% of post-money) BEFORE their money goes in. Since the pool is created from pre-money, only existing shareholders (founders, employees, prior investors) dilute for it - the new lead investor's stake stays clean. This is the largest hidden source of founder dilution in any priced round. You can push back by negotiating a smaller pool size justified by your actual hiring plan, or by splitting the pool placement pre/post.

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