How to Track Super Pro Rata Rights in a Later Round

How to track super pro rata rights is the extra-allocation ledger after you already know the ownership-based maintenance amount: who granted the extra (side letter versus stock purchase agreement versus something else), the cap, multiple, or fixed dollar copied from that paper, how much of the extra this round offered, how much you took, leftover unused extra and whether it expires or carries, and whether the extra is major-investor-only. Raziel's pro-rata rights tracking page is the standard right, the notice window, and the cash to keep the percentage. This page is the slice above that percentage.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed extra grant. Do not invent a multiple.

What this extra ledger is (and is not)

The NVCA Model Investors' Rights Agreement (updated October 2025), Section 4.1, is a right of first offer to each Major Investor to buy New Securities in proportion to as-converted Common over total Common outstanding. Nixon Peabody's IRA overview: that preemptive right lets major investors buy future-round shares in proportion to existing ownership. CRV (February 13, 2026): the NVCA model baseline is percentage-ownership pro rata; super pro rata rights allow investors to increase ownership in later rounds rather than only maintain it. Elego Law, on the NVCA term sheet: oversubscription or "gobble-up" lets eligible investors take unsubscribed shares if others decline. Separately, some leads negotiate super pro rata, the ability to invest more than their pro rata share. Log the extra grant. Do not treat leftover among Fully Exercising Investors as that extra unless your paper labels it that way.

The Holloway Guide to Raising Venture Capital: a super pro rata provision in a term sheet or side letter grants the right to buy a larger percentage of a company in a later round. It may be a multiple of original ownership, or it may come from dollar-for-dollar or fixed-sum rights that buy more ownership than the investor started with. Cooley GO's convertible-debt FAQ (last reviewed October 2, 2024): participation can be a cap-table pro rata share, or a flat maximum agreed in advance. Carta (The Carta Team, September 17, 2025) calls investing significantly more than pro rata a concentration strategy. That is a reserve choice. Raziel's follow-on allocation tracking page is that earmark. This row is only the extra contractual right. Elego: pay-to-play is a penalty for not buying the maintenance amount (loss of rights, or preferred converting to common). Super pro rata is extra purchase capacity, not a penalty.

Seven columns on one extra-right row

Open one row per issuer per extra grant. A later IRA leftover and a side-letter extra are different rows. Copy each field. If a field is missing, store that it was missing.

• Source document. Investor rights agreement, side letter, or stock purchase agreement (SPA). Holloway names term sheet or side letter as where the extra lives. NVCA Section 4.1 is the standard Major Investor right of first offer, not the extra. Store the file and the section you copied.

• Standard pro rata amount (ownership-based). Maintenance dollars or shares from the IRA formula in Section 4.1(b), or from the offer notice. Keep the notice clock on the sibling page.

• Super-pro-rata extra (cap, multiple, or fixed dollar). Copy the extra from the document. Holloway: a multiple of original ownership, or a dollar-for-dollar or fixed-sum amount that exceeds maintenance. Cooley GO: a flat maximum agreed in advance. Do not invent a 2x or any other multiple as market standard. If the paper is silent, store silent.

• Amount offered in this round. From this round's notice or allocation email. Extra offered, not the maintenance line.

• Amount you took. Wired extra, or zero. A partial take is a number.

• Leftover unused extra right. Extra offered minus extra taken. Copy the clause that says whether unused extra expires this round or carries. CRV: some participation rights are round-limited (next financing only); some last until an IPO or acquisition terminates the IRA. Your cell is the sentence in your grant.

• Whether the extra right is major-investor-only. NVCA: a Major Investor holds at least a blank, negotiated number of Registrable Securities (alone or with Affiliates). That threshold governs the standard right of first offer. The extra may be limited to Major Investors, to a named lead, or to no such cut. Copy yes, no, or named holder.

Leftover unused extra is not IRA gobble-up

NVCA Section 4.1(b): after the 20-day election, the company notifies Fully Exercising Investors of any shortfall. Those holders have ten days to take unsubscribed New Securities, pro rata among themselves. That leftover is unused standard Major Investor allocation. Super pro rata extra that you did not take is a different leftover. Do not merge them. If unused extra expires this round, close extra capacity on this row and leave the standard right on the sibling page. If it carries, keep the copied cap and the remaining unused extra for the next notice.

When the ledger holds

The row holds if the source document is named (IRA versus side letter versus SPA), ownership-based maintenance is stored separately from the extra, the extra cap or multiple or fixed dollar is copied (not assumed), this round's offered extra and taken extra are numbers from the notice and the wire, leftover unused extra has the expire-or-carry clause attached, and major-investor-only is yes, no, or named as printed. It fails when you treat NVCA leftover as the extra grant, paste a multiple the paper does not print, or book pay-to-play as extra allocation. 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 side letter and does not give investment advice. Copy the seven columns. Leave the extra to the extra grant.