The employee pool is negotiated inside the valuation, not after it

The record

An option pool is the block of shares a company reserves for future grants to officers, directors, employees and consultants, and venture financing documents treat it as a fact about the company's capitalization at the moment of a round, not a line item negotiated afterward. NVCA's model Stock Purchase Agreement requires the company to represent exactly how the pool breaks down: shares reserved under its stock plan, shares already “issued pursuant to restricted stock purchase agreements and/or the exercise of options,” shares under outstanding but unexercised grants, and shares “available for issuance... all of which remain uncommitted and unallocated.”

What the sources establish

That breakdown, issued, granted-but-unexercised, and unallocated, is what a term sheet's fully diluted share count is built from, and it is why increasing pool size before a round closes dilutes existing stockholders rather than the incoming investor. Y Combinator's own SAFE calculator states this for its post-money instrument: “dilution comes from two sources: new priced-round money and any increased option pool created during the round,” and clarifies a pool already on the cap table before a SAFE converts does not separately dilute the SAFE holder, since it is already counted in the capitalization figure used in the conversion math. The SAFE User Guide adds that YC's 2018 move to a post-money structure was meant to avoid “option pool disputes” under the earlier pre-money version.

Scope and revision

These documents describe how a pool is accounted for mechanically; neither states a market-standard pool size as a percentage of the company, a measurable question these documents do not answer on their own. The Stock Purchase Agreement's representation is filled in per deal, with each bracketed share count specific to the company signing it, and it is retrieved as of 16 September 2026 from NVCA's current, periodically revised template. The SAFE calculator's mechanic applies specifically to YC's post-money SAFE; a pre-money SAFE or a note handles the same pool question differently, part of why YC states it changed the design.

The decision in front of you

A founder negotiating a priced round should ask whether the proposed pool increase is being added to the pre-money share count, which dilutes only existing stockholders, or structured another way, since the placement of that one line item changes who absorbs it. This is an editorial reading beyond the documents: a lead investor proposing a larger-than-needed pool “to be safe” is, mechanically, asking founders and earlier investors to fund a buffer that then sits unallocated, exactly the category the model agreement asks the company to disclose.

• Is the option pool increase being added before or after the new money is priced into the round?
• How many shares in the pool are already granted versus still uncommitted and unallocated, per the disclosure schedule?
• If SAFEs are outstanding, does the pool increase happen before or after they convert, and does that change who it dilutes?

The option pool is not a footnote to the valuation negotiation; the disclosure schedule's own categories, issued, granted, unallocated, are the actual site where a round's dilution gets decided before any headline price per share is agreed.