Founder Dilution
Definition
Percentage of founders' fully-diluted ownership that is given up in the new round, including any pre-close option-pool top-up (the "option pool shuffle" — option-pool expansion taken in the pre-money dilutes existing holders rather than new investors). Common pitfall: founders often quote the "investor dilution" (new money / post-money) and forget the option-pool top-up component. The Carta State of Private Markets quarterly reports publish stage-typical dilution ranges that boards should use as a sanity check.
Why it matters
Tracks founder skin-in-the-game over time — sustained ownership matters for long-term motivation and signaling to future investors. Boards balance dilution discipline against capital needs.
How it's calculated
founder_dilution_pct = (founder_shares_pre − founder_shares_post) / founder_shares_pre × 100. Includes both new-money dilution and any pre-close option-pool top-up borne in the pre-money. Per Carta State of Private Markets methodology. How to interpret it
Per Carta State of Private Markets benchmarks, typical per-round dilution for the priced round (excluding pool top-up) is 18–22% at seed, 18–22% at A, 12–18% at B, 10–15% at C+. Out-of-band dilution either signals weak negotiating position or a strategic priced-up next-round set-up.
Source
Carta State of Private Markets Q3 2025 · Seed Round Dilution
Benchmarks
| 25th percentile | Median | 75th percentile |
|---|---|---|
| 12 | 18 | 24 |
Lower is better. Source: Carta State of Private Markets Q3 2025 (2025).
Stage relevance
Typically owned by
Related KPIs
Company valuation negotiated with investors immediately before the new round closes — the denominator for the new investors' ownership math. Per the NVCA Model Documents, pre-money = post-money − new money raised. Common pitfall: when convertible instruments (SAFEs, notes) are outstanding, the "headline" pre-money the CEO quotes and the effective pre-money after conversion can differ materially — the board should always ask for both. Equally important: option-pool top-ups taken pre-close come out of the pre-money share count, diluting founders not investors (the "option pool shuffle").
Company valuation immediately after the new round closes, including the new capital raised — the canonical "valuation" number quoted in TechCrunch headlines. Per NVCA Model Documents, post-money = pre-money + new money raised. Common pitfall: post-money math gets messy with SAFEs — modern post-money SAFEs (the YC 2018+ form, per the Y Combinator SAFE primer) fix dilution at the SAFE's valuation cap regardless of subsequent priced-round pricing, so the board should always reconcile the headline post-money against the fully-diluted cap table.
Total new capital being raised in the current round across all participants — the lead, follow-on investors, employee/strategic allocations, and any side-letter pieces. This is the figure that goes into the post-money math. Common pitfall: companies sometimes confuse `total_round_size` with `target_raise` — the round size is final and used in valuation math, while the target is what management is aiming for and can move during the raise. Boards should expect a specific breakdown by investor when this number is reported.
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