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Fundraising & equity

Option pool

Also known as Employee stock option pool (ESOP)

An option pool is a block of shares a company reserves to grant as equity to employees, advisors, and future hires.

Updated July 2026

Key takeaways

  1. An option pool is a block of shares a company reserves to grant as equity to employees, advisors, and future hires.
  2. Where the option pool comes from is a quietly expensive negotiation.

What is option pool?

An option pool is a block of shares a company reserves to grant as equity to employees, advisors, and future hires. It's carved out of the cap table as a percentage of ownership and dilutes existing shareholders. Investors often require expanding it before a round, so the pool is sized to cover hiring until the next raise.

Worked example

A startup might reserve a 12% option pool before its Series A so it can hire a VP of Engineering and a dozen early employees.

Why it matters for fast-growing companies

Where the option pool comes from is a quietly expensive negotiation. Investors typically insist the pool be created or expanded pre-money, meaning founders absorb the dilution while the new investors don't. Understanding the 'option pool shuffle' lets you push back and negotiate pool size against your actual hiring plan.

Frequently asked questions

Why do investors want the option pool created pre-money?+
Because pre-money dilution falls entirely on existing shareholders, founders and prior investors, not the new money coming in. It effectively lowers the true price the new investors pay. This is called the 'option pool shuffle,' and it's why you should size the pool to a real hiring plan, not an inflated round number.
What happens to unused options in the pool?+
Unallocated pool shares sit in reserve, they're accounted for in the fully diluted cap table but aren't owned by anyone yet. If they're never granted, they can be returned to the company or rolled into the next round's pool expansion, reducing how much new dilution founders need to absorb.

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