Dilution Calculator
Calculate founder equity dilution across seed, Series A, B, C rounds and option pools.
Dilution Calculator
Calculator
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Formula: Ownership After Round = Ownership Before ร (1 โ New Round %)
Worked example โ Founder ownership after Series B: 49.0% | Total dilution: 51.0 points
Formula
Ownership After Round = Ownership Before ร (1 โ New Round %)
Each financing event, whether an ESOP carve-out or a priced round, multiplies every existing shareholder's percentage by one minus the fraction of the company sold or reserved in that event. Applying this multiplication in sequence across every round gives the founder's cumulative ownership after all dilution events.
Worked Examples
Example 1: Solo Founder Through Series B
Problem:A solo founder starts at 100% ownership. The company carves out a 10% ESOP pool pre-seed, then raises a Seed round selling 20%, a Series A selling 20%, and a Series B selling 15%. What is the founder's ownership after Series B?
Solution:After ESOP: 100% x (1 - 0.10) = 90.0% After Seed: 90.0% x (1 - 0.20) = 72.0% After Series A: 72.0% x (1 - 0.20) = 57.6% After Series B: 57.6% x (1 - 0.15) = 48.96% Total dilution: 100% - 48.96% = 51.04 percentage points
Result:Founder ownership after Series B: 49.0% | Total dilution: 51.0 points
Example 2: Two Co-Founders Through Series C with an Exit
Problem:Two co-founders together hold 100% pre-financing. The company raises a Seed round selling 15%, a Series A selling 20%, a Series B selling 20%, and a Series C selling 15% (no separate ESOP carve-out modeled). If the company exits for $200 million after Series C, what is the founders' combined dollar value?
Solution:After Seed: 100% x (1 - 0.15) = 85.0% After Series A: 85.0% x (1 - 0.20) = 68.0% After Series B: 68.0% x (1 - 0.20) = 54.4% After Series C: 54.4% x (1 - 0.15) = 46.24% Exit value: 46.24% x $200,000,000 = $92,480,000
Result:Founders retain 46.2% | Combined exit value: $92,480,000
Frequently Asked Questions
What is equity dilution and why does it happen?
Equity dilution is the reduction in an existing shareholder's ownership percentage that occurs when a company issues new shares. It happens every time a startup raises a funding round, creates or expands an employee option pool, or converts a SAFE or note into stock. The company itself isn't losing value from dilution; the total number of shares outstanding simply grows, so each existing share represents a smaller slice of a (hopefully larger) pie. Founders should expect measurable dilution at every priced round and every option pool top-up.
How much dilution should I expect per funding round?
Typical priced rounds sell 15 to 25 percent of the company to new investors, meaning existing shareholders are diluted by roughly that same percentage on a pro-rata basis. Seed rounds often land near 15 to 20 percent, Series A commonly runs 20 percent, and later rounds vary more widely based on capital needs and leverage. A founder who starts at 100 percent and goes through an ESOP carve-out plus three priced rounds at typical dilution levels commonly retains somewhere between 35 and 55 percent by Series C, before any further dilution from later rounds or additional option pool refreshes.
Why does creating an option pool dilute founders before investors even show up?
Investors typically require the employee option pool to be created or topped up immediately before their investment closes, using the pre-money valuation. Because the pool is carved out of the pre-money shares, its cost falls entirely on existing shareholders (mainly founders) rather than being split pro-rata with the incoming investor. This is sometimes called the 'option pool shuffle': a 10 percent pool created pre-money effectively increases the founder's real dilution in that round beyond the headline percentage the investor is buying.
Does dilution mean founders are losing money?
Not necessarily. Dilution reduces the percentage you own, but each round is supposed to increase the company's total value by more than the percentage given up, because it prices the new shares at a higher valuation than the last round. A founder diluted from 60 percent to 48 percent in a round that triples the company's valuation ends up with a larger dollar value despite owning a smaller slice. Dilution becomes a genuine problem only in a down round, where new shares are sold at a lower valuation than the prior round, or when repeated rounds outpace the value growth needed to offset them.
How is the dilution math actually calculated?
Each round multiplies every existing shareholder's percentage by (1 minus the new round's ownership percentage). If a founder holds 72 percent before a round that sells 20 percent to new investors, the founder's post-round ownership is 72% x (1 - 0.20) = 57.6%. This multiplication compounds across rounds because each new round dilutes everyone who came before it, including investors from earlier rounds and the existing option pool, not just the founders.
Should I negotiate the option pool size before or after agreeing on valuation?
Negotiate them together. Investors quote a pre-money valuation, but if they simultaneously require a large pre-money option pool, the effective price you receive for your shares is lower than the headline valuation suggests, since the pool dilutes only existing holders. Founders should ask what pool size the investor expects, model its effect on their own dilution alongside the round percentage, and, where possible, negotiate a smaller pool sized to actual 12-to-18-month hiring needs rather than an arbitrary round number.
How many funding rounds until founders own less than half the company?
With a common pattern of a 10 percent option pool plus 20 percent dilution at each of a seed and Series A round, a solo founder starting at 100 percent falls to roughly 100% x 0.90 x 0.80 x 0.80 = 57.6% after just two priced rounds. Adding a Series B at 15 to 20 percent typically pushes founders below the 50 percent mark by the third round. This is normal for venture-backed companies; majority board and voting control are usually protected separately through board seats and protective provisions rather than a raw ownership majority.
Does raising more money than planned increase dilution?
Raising a larger amount at the same valuation increases dilution, because more new shares must be issued to reach the target percentage or dollar amount. Raising the same amount at a higher valuation reduces dilution, since each new share costs more and fewer shares need to be sold. This is why founders who can show strong traction and negotiate a higher pre-money valuation give up less ownership for the same amount of capital.
How do convertible notes and SAFEs affect future dilution?
SAFEs and convertible notes don't dilute anyone at the moment they're signed because no shares are issued yet. Dilution happens when they convert, typically at the next priced round, based on their valuation cap and discount terms. A large stack of SAFEs raised at a low cap can convert into a much bigger slice of the company than the dollar amount suggests once the priced round sets the actual share price, so founders should model SAFE conversion into their dilution projections well before the round closes.
How does the dilution formula work?
The dilution formula is C1V1 = C2V2, where C is concentration and V is volume. If you have 100 mL of 2M HCl and need 0.5M, solve: 2 x 100 = 0.5 x V2, so V2 = 400 mL total volume. Add 300 mL of water to 100 mL of stock solution. Always add acid to water, never the reverse.
References
Background & Theory
History
Reviewed for accuracy by Daniel Agrici, Founder & Lead Developer ยท Editorial policy
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