Pro Rata Rights

Quick Definition

The right for existing investors to participate in future funding rounds to maintain their ownership percentage.

What are Pro Rata Rights?

Pro rata rights give existing investors the right (not obligation) to invest in future rounds to maintain their ownership percentage. If you own 10% and have pro rata rights, you can invest enough in the next round to keep owning 10%.

Pro rata is Latin for "in proportion." These rights protect early investors from being diluted out as the company raises more money.

Why Pro Rata Rights Matter

For investors: Pro rata lets them double down on winners. An investor who got 10% at seed can maintain that 10% through Series A, B, and beyond if the company succeeds.

For founders: Pro rata can complicate fundraising. If existing investors want to exercise pro rata, there's less room for new investors. Some new investors require existing pro rata to be waived.

Pro Rata Considerations

• Super pro rata: Right to invest more than your percentage (rare).
• Major investor thresholds: Only investors above a certain size get pro rata.
• Pay-to-play: Investors who don't exercise pro rata lose other rights.

Formula

Pro Rata Investment = New Investment × (Your Ownership % ÷ New Investor Ownership %)

Or: Pro Rata Investment = New Round Size × Your Current Ownership %

Example

You own 10% after Series A. Series B terms:

• New investment: $10M for 20% of company
• Your pro rata right: maintain 10% ownership
• Your pro rata investment: $10M × (10% ÷ 20%) = $5M

Without pro rata, your 10% dilutes to 8%. With pro rata (and $5M), you stay at 10%.

Related Terms

• Dilution
  The reduction in ownership percentage when new shares are issued, occurring during funding rounds and equity grants.
• Anti-Dilution
  Protection that adjusts an investor's share price if the company later raises money at a lower valuation.
• Term Sheet
  A non-binding document outlining the key terms of a proposed investment before final legal documents are drafted.

Learn More About Pro Rata Rights

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