Post-money ownership is each stakeholder’s fully diluted percentage after a financing—once new investor shares, refreshed option pools, and converted instruments are included in the denominator.

How it works

If post-money valuation is $25M and an investor puts in $5M, they target roughly 20% post-money ownership ($5M ÷ $25M). Founders’ ownership drops from pre-round levels by the combined dilution of new investors and any pool increase. SAFEs and notes converting in the round also enter the post-money cap table.

Modeling requires a cap table scenario: pre-money shares, new issuance, pool shuffle, and pro forma ownership line by line. Post-money framing is standard in U.S. VC term sheets because it ties check size directly to valuation.

Why it matters

• Founders: Compare post-money ownership across term sheets—not just valuation headlines—when pool refresh sizes differ.
• Investors: Ownership drives return math at exit; missing pro-rata in later rounds erodes post-money targets from earlier rounds.

Common mistake

Using pre-money ownership language while the term sheet is post-money—or forgetting that option pool increases dilute founders before new money even arrives.

Related ideas

See pre-money ownership, post-money valuation, and option pool shuffle.