How to Track Preemptive Rights on a New Issuance

How to track preemptive rights is the new-issuance overlay you keep after close: notice date, exercise window, your pro rata share, oversubscription, and whether you exercised or waived. It is not a transfer right. Raziel's super pro rata tracking page is an extra allocation above pro rata. Raziel's ROFR tracking page is a sale by an existing holder. This page is a company issuance of New Securities.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed Investors' Rights Agreement and the offer notice. Do not invent a day count.

Read the trigger, not the label

Nixon Peabody (Lisa Perri and Carolyn Glynn, December 12, 2025) on the October 2025 NVCA IRA: preemptive rights, also known as the Right of First Offer (ROFO), allow major investors to purchase shares in future rounds in proportion to their existing ownership, thereby helping to avoid dilution. Typically limited to significant holders. That is Nixon Peabody's label. Functionally the NVCA Section 4 right is triggered by a new company issuance, not by a secondary sale. If the trigger is a stockholder transfer, use the ROFR page, not this overlay.

Delaware default is off. DGCL Section 102(b)(3): no stockholder has a preemptive right to subscribe to an additional issue of stock unless the certificate of incorporation expressly grants it. NVCA-style deals usually grant the right in the IRA, not the charter. Copy the document you signed. If the IRA is silent and the charter is silent, store none.

The NVCA model (Investors' Rights Agreement, updated October 2024, posted on nvca.org) puts the purchase right in Section 4. A later public walk-through of that section (CT Acquisitions, 2026) describes the printed sequence as an Offer Notice, then an exercise window, then an optional over-allotment to Major Investors who already elected. Treat day counts on that walk-through as someone else's reading of a form. Copy the days and the Major Investor fill-in from your IRA. Do not paste a 20-day window unless that is what you signed.

Seven columns on each new issuance

Open one row per series you still hold, per issuer, per New Securities notice. Copy each field from the IRA and the notice. If a field is missing, store that it was missing.

• Series and major-investor status. The series you hold and whether you still meet the IRA's Major Investor test. Copy the threshold. Store "below threshold" if you no longer qualify. Nixon Peabody: these rights are typically limited to significant holders.

• Notice date. The date on the Offer Notice. If the company never sent one, store missing. A verbal heads-up is not a notice date.

• Exercise window copied. The number of days (or the deadline date) in the IRA or on the notice. Store "none stated" if both are silent.

• Pro rata share. The share count or percentage printed on the notice (as-converted or fully diluted, as the notice states). Do not recompute from a deck. If the notice omits the math, store that it was missing.

• Oversubscription (yes/no). Whether the IRA or the notice lets you take declined shares (the model's over-allotment). That is not super pro rata unless the signed IRA grants an extra allocation above your pro rata. Use the super pro rata page for that extra right.

• Exercised (yes/no, shares). Whether you delivered a written election, and the share count. A wire without a written election is not an exercise unless the IRA says it is.

• Waived or expired. Individual waiver, class waiver, or window closed with no election. Copy the instrument. A waiver "for this issuance only" is not a permanent waiver of later rounds.

When the overlay holds

The row holds if major-investor status is copied, the notice date is a dated PDF or stored as missing, the window is copied, pro rata is the notice figure (or missing), oversubscription is yes or no from the contract, exercised is a written election (or no), and waived or expired is copied. It fails when you treat a founder secondary as a preemptive notice, paste a 20-day window onto a different IRA, or log a super pro rata top-up as ordinary pro rata. Raziel's startup investment tracker is the book those preferred rows already sit on. Raziel does not exercise the right and does not interpret your IRA. Copy the seven columns.