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Equity Dilution Calculator

Calculate Founder Dilution [2026]

Every fundraising round dilutes founder ownership. This calculator shows exactly how much. Enter your pre-money valuation, investment amount, current ownership, and any ESOP pool expansion to see your post-round ownership percentage and stake value. Understanding dilution math is critical for founders negotiating term sheets. The difference between pre-money and post-money ESOP pool alone can cost you 3-5% ownership.

Why Use This Calculator?
  • Term Sheet Negotiation – Know exactly what each deal point costs you in ownership.
  • Multi-Round Planning – Model dilution across Seed, A, B, C rounds to see your ownership at exit.
  • ESOP Impact – See how pre-money ESOP pool expansion compounds dilution beyond the investment itself.
  • Stake Valuation – Know what your ownership is worth at the new post-money valuation.
  • Control Thresholds – Track when you cross critical ownership thresholds (50%, 33%, 26%).
Equity Dilution CalculatorFounder ownership after funding rounds
Before this round
Pre-money ESOP expansion
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Your New Ownership
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Dilution This Round
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Post-Money Valuation
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Your Stake Value
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How to Use the Equity Dilution Calculator

 

Tip: Dilution is not inherently bad. If your 50% of a Rs 10 Cr company becomes 35% of a Rs 100 Cr company, you have 7x more value. Focus on value per share, not ownership percentage.

Dilution Formula

 

Post-Money Valuation = Pre-Money Valuation + New Investment

New Investor Ownership = Investment / Post-Money Valuation

Your New Ownership = Current Ownership x (Pre-Money / Post-Money)

 

Example:

In this case, your percentage dropped from 40% to 28.6% but your value stayed the same because the new money came in at the same valuation your shares were worth. Value creation happens when the post-money valuation exceeds what you had before.

Typical Dilution by Funding Stage (India)

 

After Seed + Series A + Series B + ESOP, a founder who started at 100% typically holds 25-40%. This is normal. The key is whether the value of that 25-40% exceeds what 100% was worth at the start.

Anti-Dilution Protection and Founder Strategies

 

For founders:

 

For investors evaluating dilution: Use our MOIC Calculator to model your return at different exit valuations, and our IRR Calculator to factor in holding period.

 

Watch how much ownership you lose with equity dilution

 

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FAQs

FAQs about Equity Dilution Calculator

What is equity dilution?

Dilution is the reduction in existing shareholders’ ownership percentage when new shares are issued. When a startup raises funding, new shares are created for the investor, reducing the founder’s percentage even though the value per share (ideally) increases. Dilution is the cost of raising capital.

What is pre-money vs post-money valuation?

Pre-money is the company’s valuation before new investment. Post-money = pre-money + investment. If pre-money is Rs 10 Cr and investment is Rs 2.5 Cr, post-money is Rs 12.5 Cr. The investor gets 2.5/12.5 = 20% ownership. This distinction is critical in term sheet negotiations.

How does ESOP pool affect founder dilution?

Investors typically require an ESOP pool of 10-20% created from pre-money valuation. This means the pool dilutes existing shareholders before the investment, not after. A 15% ESOP on pre-money effectively reduces the pre-money value attributable to founders. Always negotiate whether ESOP comes from pre or post-money.

What ownership should founders retain after Series A?

Benchmark: founders should retain 40-60% collectively after Series A. Below 40% after A round makes future rounds challenging as further dilution pushes founders below the motivation threshold. Top investors like Sequoia and Accel typically want founders to retain meaningful ownership for alignment.

What is anti-dilution protection?

Anti-dilution clauses protect investors if a future round happens at a lower valuation (down round). Full ratchet gives investors shares as if they invested at the lower price. Weighted average is milder, adjusting based on how much money is raised in the down round. Founders should always negotiate for broad-based weighted average, never full ratchet.

How do convertible notes affect dilution?

Convertible notes convert to equity at the next priced round, typically at a discount (15-25%) or valuation cap, whichever gives the note holder more shares. The actual dilution is unknown until conversion happens. Always model both scenarios (discount conversion and cap conversion) to understand worst-case dilution.

When should I worry about losing control?

Key thresholds in Indian Companies Act: 75%+ gives special resolution power, 50%+ gives ordinary resolution control, 33%+ gives blocking rights for special resolutions, 26%+ prevents other shareholders from passing special resolutions against you. Plan your fundraising to stay above critical thresholds.

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