toolbox
Home / Startups & Digital Business / SaaS Equity Calculator

SaaS Equity Calculator

The SaaS Equity Calculator estimates the implied value and percentage ownership of a selected equity stake at a stated company valuation. It can also model an option pool and convert between pre-money and post-money values for a new financing amount.

This is useful for founders, employees, and investors who want a transparent cap-table estimate before reviewing full legal documents. The calculator shows the selected holder’s ownership and implied stake value after including the option pool and new investment in a simplified fully diluted share base. Actual ownership can differ because of SAFEs, convertible notes, warrants, liquidation preferences, vesting, and other security terms.

Equity and valuation inputs

USD
USD
shares
shares
%
Result
—
Estimated post-financing ownership
Post-money valuation—
Estimated option pool shares—
Post-financing diluted shares—
Implied stake value—

1. Enter the pre-money valuation
Use the negotiated company value immediately before the new financing.

2. Enter the new investment
Add the amount of primary capital issued in the financing.

3. Enter holder and total shares
Use the holder’s current shares and the company’s existing fully diluted share count on the same basis.

4. Set the option pool target
Enter the percentage of the pre-financing capitalization intended for a newly created or refreshed pool.

5. Review post-financing ownership
The result reflects dilution from both the modeled pool and investor shares.

6. Compare with legal cap-table data
Use the estimate as a planning aid and reconcile it with security-specific documents before relying on it.

Pool shares = [Pool % × Existing diluted shares] ÷ (1 − Pool %)
Share price = Pre-money valuation ÷ (Existing shares + Pool shares)
Investor shares = Investment ÷ Share price
Holder ownership = Holder shares ÷ Post-financing diluted shares × 100

The model assumes the new option pool is created before the financing and that the investment buys newly issued shares at the pre-money price.

What the result means

The result estimates the holder’s fully diluted ownership after the modeled option pool and financing.

This simplified model does not capture security preferences, conversion mechanics, warrants, or secondary transactions.

Given: $10 million pre-money valuation, $2 million investment, 10 million existing diluted shares, 1 million holder shares, and a 10% option pool target.

Calculation: Pool shares = (10% × 10,000,000) ÷ 90% = 1,111,111. Share price = $10,000,000 ÷ 11,111,111 = $0.90. Investor shares = $2,000,000 ÷ $0.90 = 2,222,222. Post shares = 13,333,333. Ownership = 1,000,000 ÷ 13,333,333 = 7.5%.

Result: Estimated post-financing ownership is 7.5%.

What does fully diluted mean here?

It means the share count includes the modeled option pool and newly issued investor shares. Other convertible or contingent securities are not included unless already reflected in existing diluted shares.

Why is the option pool modeled before the financing?

Many term sheets require a pool refresh in the pre-money capitalization. That convention places more of the dilution on existing holders.

Can I use issued shares instead of diluted shares?

You can, but the result will omit reserved options and other included securities. Use one consistent capitalization basis for both holder and total shares.

Does implied stake value equal sale proceeds?

No. It is a simple ownership percentage multiplied by post-money valuation. Preferences, taxes, transaction costs, and liquidity discounts can change actual proceeds.

How is this different from a dilution calculator?

This tool combines valuation, share issuance, option-pool sizing, ownership, and implied stake value. A dilution calculator focuses primarily on the percentage reduction in ownership.