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%.