Dilution — what you actually give up

Owning less of more can be better than owning all of little. But only if you know which one is happening.

What is it?

Dilution is what happens when new shares are issued: everyone who already held shares now owns a smaller percentage of the company.

It happens at every round, and every time you expand the option pool.

Crucially, dilution reduces your percentage, not necessarily your value.

Why does a founder care?

Because founders either panic about dilution or ignore it entirely, and both are expensive.

Panicking means refusing money you needed and losing to a better-funded competitor. Ignoring it means arriving at Series B owning 12% and discovering that the arithmetic was visible three years earlier.

The useful frame is simply: does the value created exceed the percentage given up?

Example

A founder across three rounds:

Owns — Company worth — Their stake

Start — 100% — $0 — $0

After seed (20%) — 80% — $5M — $4.0M

After Series A (22%) — 62% — $25M — $15.5M

After Series B (18%) — 51% — $90M — $45.9M

Ownership fell from 100% to 51%. The stake went from nothing to $45.9M.

Now the failure version: same dilution, but the company only reaches $8M because the money did not buy real growth. 51% of $8M is $4.1M — less than the $4M they held after seed, for three more years of work.

Dilution is not the risk. Dilution without growth is the risk.

The common mistake

First-time founders often forget the option pool. Raising two rounds at 20% each does not leave you at 64% — add two option pool expansions and it is closer to 55%.

The second: not modelling forward. Every round's terms should be evaluated against where they leave you after the next two rounds, not just this one.

The third: giving away large chunks early for small amounts. 15% for $50k at the start is enormously expensive — that same 15% might have raised $2M eighteen months later.

How it works

Step 1: Start from your current cap table

Exact percentages for every holder, including anything you have promised but not documented.

Step 2: Add the new investor's percentage

Amount ÷ post-money. Everyone existing is diluted proportionally.

Step 3: Add the option pool separately

It is a second dilution event, and if created pre-money it falls entirely on you.

Step 4: Project two rounds forward

Assume roughly 20% per round plus 5% of pool refresh. Where do you land? Founders below about 15% before Series B tend to struggle to stay motivated, and investors notice.

Step 5: Compare percentage given against value created

If $1M for 20% turns a $5M company into a $30M company, that was excellent. If it does not, no valuation made it a good deal.

When to use this

Before agreeing any round or issuing any equity, including to advisors and early employees.

When not to use it

Do not let dilution anxiety stop you hiring a genuinely excellent person with equity. A great early hire usually creates far more value than their grant costs.

Do this now

Apply this to your own startup in My Full Journey (free account).