How to Track an Option Pool Refresh After Financing

How to track an option pool refresh is the angel or VC ledger you keep after a later financing enlarges the pool: approval date, old reserved size versus new, granted versus ungranted remaining, pre-money or post-money timing, fully diluted ownership before versus after, and which class took the hit. It is not a primer on what an option pool is. Raziel's first-pool investor equity impact page covers round-one pool sizing. This page is the subsequent top-up row.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the board consent, stockholder approval, charter or option plan amendment, and the post-close cap table. Do not invent pool sizes or ownership percents.

What this refresh ledger is (and is not)

Pulley (Yin Wu): option pools are refreshed every time you raise a priced round, and you top off the pool at each round of funding. The increase is a negotiated term at Series A, Series B, and later rounds. For a seed-stage company going into Series A, Pulley states that any venture firm joining that Series A will not be diluted by the top-off; only existing stakeholders take on that dilution. Carta (The Carta Team, August 20, 2026): in 71% of cases, an option pool was created or there was a top-up to the existing pool mentioned in the term sheet. That frequency is why angels and earlier preferred holders need a dedicated refresh row.

The NVCA Model Legal Documents (including the Certificate of Incorporation updated October 2025) are the industry-embraced model set for venture financings. They are a starting point only, not advice for particular facts. Store the amendment your company actually filed, not a model fill-in.

Six columns on one closed-refresh row

Open one row per issuer after the refresh closes. Copy each field from the closing pack or plan amendment. If a field is missing, store that it was missing. Do not collapse this event into the first-pool impact page.

• Date of board and stockholder approval. Carta: the initial plan and any expansions must be approved by the board of directors and then by shareholders. Log both dates if both appear. Partial approval is not a closed refresh.

• Old authorized or reserved pool versus new. Copy the share counts from the charter or equity incentive plan amendment. Do not invent sizes from a term-sheet percentage alone.

• Granted versus ungranted remaining. Carta: an option pool is a reserve, not outstanding shares; shares move from the pool only when you grant. Log granted (outstanding options) and ungranted (available) from the cap table after the amendment.

• Pre-money or post-money in the new round. Carta: the option pool increase is typically counted in the pre-money shares and thus will not dilute investors; any additional option pool increases after the financing round will equally dilute all stockholders, including the investors. Cooley GO: most investors require that the post-closing pool percentage be deemed part of the pre-closing capitalization for price-per-share math, which means it only dilutes existing holders, not the new shares. Store which structure closed.

• Fully diluted ownership before versus after. Copy both percentages from the pre-close and post-close cap tables for your class and series. Do not invent a percent.

• Which class is diluted (common versus preferred). Pre-money refreshes hit existing holders first (founders, early employees, prior angels and preferred). Post-close top-ups, per Carta, dilute all stockholders. Log common, preferred, or both as the pack shows.

Why pre-money versus post-money timing matters on the row

Carta separates pre-money pools (included in the pre-money valuation, diluting existing shareholders before new money) from post-money pools (created after the investment, spreading dilution across all shareholders including the new investor). Pulley's Series A top-off note matches the common pre-money pattern: new money is not diluted by the increase. Cooley GO's negotiating page is the same mechanic in different words: a post-closing percentage treated as pre-closing capitalization so only existing holders absorb the pool. Your job as a tracker is not to re-negotiate. It is to record which timing closed, then read ownership from the cap table that followed.

If anti-dilution on preferred conversion price also moved in the same financing, keep that on Raziel's anti-dilution tracking page. The refresh row stores pool size and class dilution from the top-up itself.

Authorized, reserved, and granted are three different counts

Carta's create-a-pool steps separate authorization and reservation (board sets shares aside) from grants (options issued to people) and exercise (shares outstanding after purchase). Cooley GO treats the pool as the post-closing fully diluted percentage available for future grants, which is not the same as options already outstanding. On your row, keep authorized or reserved (plan or charter), granted, and ungranted as separate fields. Mixing them hides whether the refresh left hiring room or only restated what was already granted.

When the ledger holds

The row holds if approval dates come from the board and stockholder paper, old versus new reserved sizes come from the amendment, granted and ungranted match the post-amendment cap table, pre-money or post-money timing matches the term sheet and close, fully diluted ownership before and after are copied (not estimated), and class dilution is labeled common, preferred, or both. It fails when you invent a pool percentage, paste a model NVCA fill-in as if it were the filed charter, or treat a first-round pool create as a later refresh. Raziel's startup investment tracker is the book those preferred rows already sit on: cash dates, documents, cap tables, IRR and MOIC. Raziel does not interpret your plan amendment and does not give investment advice. Copy the six columns. Leave the share math to the amendment and the cap table.