Stage 01 · Ownership today

Start with what you own now.

A financing decision is an ownership trade. Build the current cap table first, then see exactly who absorbs each layer of dilution.

Company name Optional

Financing stage

Current fully diluted ownership

Include the unallocated employee option pool. The four entries must total 100%.

Founder / co-founder ownership

70%

Employee option pool

10%

Existing investors

20%

Other holders

0%

Current total: 100%

Ownership is not the objective. The objective is to trade the least ownership necessary for enough capital to reach a milestone that materially increases enterprise value.

Stage 02 · The proposed round

Define the ownership trade.

Model the headline terms plus the less-visible dilution that often appears in the option pool and outstanding convertibles.

Pre-money valuation $

New capital $

Transaction costs % of raise

Outstanding convertibles % ownership

Approximate as-converted ownership before the priced round.

Required post-close pool %

Target unallocated option pool after closing.

Liquidation preference Multiple

Monthly net burn $

Cash before close $

Milestone value target $ company value

What must this capital make true? Milestone

Stage 03 · Scenario comparison

See the trade before you negotiate it.

Compare a smaller round, your proposed round, and a larger round. Adjust the scenario spreads to pressure-test the decision.

Smaller round % below target

Larger round % above target

Downside valuation % below base

Upside valuation % above base

Scenario lens

Select any scenario to make it the active decision model.

Stage 04 · Future rounds and exits

Model beyond the next close.

Today’s dilution is only one layer. Add a future financing and compare founder proceeds across plausible exit values.

Include future round?

Future pre-money $

Future capital $

Future pool target % post-close

Exit scenario 1 $

Exit scenario 2 $

Exit scenario 3 $

Desired founder ownership % after future round

Tax / waterfall treatment

Exit proceeds use a simplified 1×/1.5×/2× non-participating preference model for the new priced-round investor. Actual documents, seniority, participation, dividends, and conversion mechanics can materially change the waterfall.

Feldman Advisory · Ownership Decision Brief

The ownership trade.

DECISION POSTURE

01 · Decision

What this financing means

02 · Scenario economics

Three versions of the ownership trade

03 · Cap table

Ownership after the selected round

04 · Hidden dilution

Where the headline understates the impact

05 · Milestone test

What the capital must buy

06 · Future financing

The cumulative ownership path

07 · Exit outcomes

Founder proceeds under three outcomes

Gross illustrative proceeds before taxes, transaction costs, debt, other preference stacks, and legal waterfall provisions.

08 · Negotiation leverage

The terms worth protecting

09 · Decision rules

Proceed, change, or stop

10 · Founder memo

Start with what you own now.

Current fully diluted ownership

Define the ownership trade.

See the trade before you negotiate it.

Scenario lens

Model beyond the next close.

The ownership trade.

What this financing means

Three versions of the ownership trade

Ownership after the selected round

Where the headline understates the impact

What the capital must buy

The cumulative ownership path

Founder proceeds under three outcomes

The terms worth protecting

Proceed, change, or stop

The decision in plain language