Never be surprised
by your dilution
Model SAFE conversions, option pools, and ownership changes before your next funding round.
Stakeholder Tracking
Model founders, investors, and option pools side by side on one cap table.
Dilution Modeling
Layer funding rounds, SAFEs, and option pools to see who gets diluted and by how much.
Preference Stack
Run the waterfall at any exit value to see who actually gets paid and in what order.
Every lever that moves your ownership, in one model.
Equity dilution happens when you issue new shares and existing ownership percentages decrease. Your slice of the pie gets thinner, but the pie itself is growing more valuable.
For startups, dilution typically happens during funding rounds, SAFE conversions, option pool creation, and convertible note conversions.
Enter your current cap table (authorized shares, issued shares by stakeholder), SAFE details (investment amount, valuation cap, pre/post-money), new round terms (raise amount, pre-money valuation), and option pool size. The calculator outputs your fully diluted cap table with exact ownership percentages after the round closes.
Post-money SAFEs convert to a fixed percentage tied to the valuation cap. Pre-money SAFEs depend on actual round terms, creating more variability. Running these scenarios before you negotiate prevents cap table surprises when the term sheet arrives.
Seed rounds typically dilute founders 15-25%. Series A adds another 20-30%. By Series B, median combined founder ownership sits around 25-30%. Option pools usually run 10-15% at formation with 5-10% refreshes each round.
Dilution isn't always bad. It usually means you're building a team to help your shares actually mean something.
Questions?
Divide the number of new shares issued by the total shares outstanding after the round. If investors receive 250,000 new shares and post-round total shares equal 1,250,000, existing shareholders experience 20% dilution (250,000 / 1,250,000).
Pre-money SAFEs calculate the investor's ownership based on the cap table before any new money comes in, meaning the final percentage depends on how much total capital you raise. Post-money SAFEs guarantee a specific ownership percentage based on the valuation cap, regardless of round size. Post-money SAFEs give investors more certainty but can result in higher dilution for founders if you raise more capital than expected.
Seed rounds typically result in 15-25% dilution, Series A adds 20-30%, and Series B another 15-25%. By Series B, median combined founder ownership is around 25-30%. These vary significantly based on your negotiating position, company traction, and investor competition.
A fully diluted cap table shows ownership percentages assuming all convertible instruments (SAFEs, convertible notes, options) have converted to common stock. This gives you the complete picture of who owns what, rather than just currently issued shares.
Option pools are typically created or expanded before funding rounds, and they dilute existing shareholders. A 15% option pool created pre-money means founders and early investors absorb that dilution before new investors price their shares. Negotiate pool size carefully since unused options still count against your ownership.
SAFEs typically convert during a priced equity financing round (usually Series A), a liquidity event like an acquisition, or an IPO. The conversion terms, including valuation caps and discounts, determine how many shares the SAFE holder receives.
Yes. The IRS requires stock options to be granted at fair market value to avoid significant tax penalties under Section 409A. Most startups get a 409A valuation from a qualified provider before their first option grants and update it annually or after major events like funding rounds.
Can't find your answer here? Get in touch.
This calculator is for illustrative purposes only and does not constitute financial or legal advice. Consult qualified professionals for actual equity planning and cap table management.
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