Guides

Questions to ask before accepting a startup equity offer

The practical cap table, tax, and exercise-window questions to ask before you sign.

Ask for the denominator

The option count is only the numerator. To understand ownership, ask for the fully diluted share count or the exact ownership percentage represented by the grant.

If the company will not share either number, you cannot responsibly compare the equity to salary, risk, or another offer.

Ask what happens when you leave

Many option grants have a short post-termination exercise window. That can force you to either pay the strike cost quickly or walk away from vested options.

A longer window does not guarantee value, but it gives you more time to make a considered decision.

Ask about preference and recent financing

If investors have a large preference stack, a medium acquisition may leave little for common shareholders. That does not make the offer bad, but it changes the downside case.

Ask how much preferred capital sits ahead of common and whether any rounds have multiples or unusual terms.

Model your offer

Turn the theory into numbers.

Use the checker to model dilution, strike cost, tax, AMT exposure, and liquidation preference across four outcomes.

Open equity checker