Super pro rata
ELI5
An investor wants to increase its ownership in the next round.
Used in conversation
“The company did not grant broad super pro rata rights.”
Definition
A right or request to invest more than the amount needed to maintain current ownership.
Here “Super pro rata” means: A right or request to invest more than the amount needed to maintain current ownership.
Pitch context
You will see “Super pro rata” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches fundraising process & investor pipeline.
Why it matters: In fundraising process & investor pipeline, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Sources & evidence · 6
Direct term-level sources and supporting source families.
- Y Combinator — The Handshake Deal ProtocolDirect source · practitioner · checked 2026-08-16
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossaryDirect source · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateSupporting source family · practitioner · checked 2026-08-16