Definition
Dilution is the reduction in an existing shareholder's ownership percentage when new shares are issued (new financing, option grants, or convertible conversions).
How to use it
- Dilution can come from new investment, option pool increases, and SAFE/note conversions.
- Always specify the basis (issued shares vs fully diluted).
Common mistakes
- Looking only at headline valuation instead of the full dilution package (pool, convertibles, etc.).
- Mixing different ownership bases in the same analysis.
Measured as
Measure Dilution with the same date, unit basis, and accounting or policy definitions used in the rest of your model.
Misused when
- Looking only at headline valuation instead of the full dilution package (pool, convertibles, etc.).
- Mixing different ownership bases in the same analysis.
Operator takeaway
- Dilution can come from new investment, option pool increases, and SAFE/note conversions.
- Always specify the basis (issued shares vs fully diluted).
- Tie Dilution to the same balance-sheet date, scenario, and decision memo you are using elsewhere in the model.
- Document which claims, costs, or adjustments your team includes before comparing numbers across forecasts, covenants, or valuation work.
Next decision
- Quantify the impact with Pre-money vs Post-money Valuation Calculator if you need to turn the definition into an operating assumption.
- Read Pre-money vs post-money valuation: formulas, ownership, and pitfalls if the decision depends on interpretation, policy, or trade-offs beyond the raw formula.
Where to use this on MetricKit
Calculators
- Pre-money vs Post-money Valuation Calculator: Convert between pre-money and post-money valuation and estimate investor ownership from a financing round size.
- Pro Rata Investment Calculator: Estimate how much you need to invest in a new round to maintain your ownership percentage (simplified).
- Option Pool Shuffle Calculator: Estimate founder dilution impact when the option pool is increased to a target percent of post-money (simplified).
- SAFE Conversion Calculator: Estimate how a SAFE converts in a priced round using a valuation cap and/or discount (simplified).
- Convertible Note Conversion Calculator: Estimate how a convertible note converts in a priced round with interest plus a valuation cap and/or discount (simplified).
Guides
- Pre-money vs post-money valuation: formulas, ownership, and pitfalls: Learn pre-money vs post-money valuation, how investor ownership is estimated, and why the option pool shuffle changes effective dilution.
- Pro rata rights: what they mean and how to estimate your check size: A practical guide to pro rata rights: maintaining ownership, estimating dilution if you don't participate, and common allocation pitfalls.
- Option pool shuffle: how it impacts founder dilution (with example): Understand the option pool shuffle, why it's negotiated, and how a post-money option pool target changes dilution for existing holders.
- SAFE conversion explained: cap vs discount, dilution, and priced-round math: Use this guide when you need to model what a SAFE actually turns into in a financing. It covers cap vs discount, pre- vs post-money mechanics, and the dilution mistakes that surprise founders and operators.
- Convertible note: interest, cap/discount, and conversion basics: A practical guide to convertible notes: how interest accrues, how caps and discounts affect conversion price, and common modeling pitfalls.