Pro Rata Calculator for Series-b Business Founder

Understanding Pro Rata Rights

Pro rata rights allow existing investors to maintain their ownership percentage by investing in future rounds. Understanding how pro rata participation affects your cap table helps you plan dilution across multiple rounds.

Impact on Future Fundraising

When investors exercise pro rata rights, it reduces the amount of equity available to new investors. Our calculator shows how pro rata participation changes the dynamics of your next round.

How to Use the Pro Rata Calculator

1. Enter your current cap table and investor ownership
2. Set the terms of your upcoming round
3. Toggle pro rata participation for each investor
4. See how ownership percentages shift with and without pro rata

When to Use This Calculator

• You are planning your next round and need to know how much room is left for new investors after pro-rata
• An investor is asking for super pro-rata rights and you want to model the dilution impact
• You want to understand how pro-rata participation affects your fundraising dynamics across rounds
• You are negotiating a term sheet and need to decide whether to grant pro-rata rights to seed investors

Key Metrics and Formulas

Pro-rata allocation for each investor equals their current ownership percentage multiplied by the new round size: Pro-Rata Amount = Current Ownership % x New Round Size. If an investor owns 10% and the new round is $5M, their pro-rata allocation is $500K. Super pro-rata means investing more than their proportional share. The remaining allocation (New Round Size - Total Pro-Rata Exercised) is available for new investors. Our calculator models each existing investor's pro-rata rights, their participation decisions, and the resulting cap table.

Common Mistakes to Avoid

• Not checking if existing investors plan to exercise: If they all exercise pro-rata, there may be little room for a new lead investor
• Granting pro-rata rights to too many early investors: Angel investors with pro-rata can complicate larger rounds
• Confusing pro-rata rights with anti-dilution protection: Pro-rata gives the right to invest more, anti-dilution adjusts the conversion price
• Ignoring the signaling risk: If an investor with pro-rata rights does not exercise, new investors may question why