The valuation is the headline. The preference decides what you keep.
Every figure below is measured from here. Count the unallocated option pool as shares you have already given away — it dilutes you whether or not anyone ever exercises. Enter whole numbers, not millions.
A pre-money valuation is only a real number once you know where the new option pool comes from. Take it out of the pre-money and the investor buys their stake at a discount to the headline; the entire pool is paid for out of your side of the table. Switch the toggle and watch the price per share move.
This is the part of the term sheet that decides the outcome. A preference is money paid off the top before anyone holding ordinary shares sees a penny. Participation means the investor takes the preference and then their percentage of what is left — paid twice. The new round is the first row and fills itself in from step 02.
Pick a sale price and watch the money walk down the stack. A non-participating investor faces a choice at every exit — take the preference, or tear it up and convert to ordinary shares. They will always choose whichever pays more, so you should assume they do.
One exit tells you very little; the shape tells you everything. Below the stack your ordinary shares are worth nothing at all, and above it they climb at a slope set by the terms. What you hold is not really equity — it is a call option struck at the preference stack.
Same company, same investment, same shares — only the preference terms change. Read down a column to see how the structure behaves as the exit grows, and across a row to see what a single clause costs you at that exit. This is the table to take into the negotiation.
Founder proceeds only — the figures exclude other ordinary holders and the option pool. The outlined column is the structure you have built above.