Navigating Dilution in Cap Tables

Navigating Dilution in Cap Tables: Understanding the Basics

If you’re a startup founder, you’ve likely heard the term “dilution” thrown around in discussions about fundraising. But what exactly does it mean? And why does it matter?

In simple terms, dilution refers to the reduction of a shareholder’s percentage ownership in a company as a result of the issuance of new shares. When a company raises money through a funding round, it typically issues new shares of stock, which increases the total number of shares outstanding. If existing shareholders don’t purchase their pro-rata share of these new shares, their ownership percentage in the company decreases, or becomes diluted.

So why does dilution matter? For one, it affects the value of existing shares. As the number of shares outstanding increases, each individual share represents a smaller portion of the company. Additionally, dilution can affect the power balance between different classes of shareholders. For example, in a down round (a funding round that values the company at less than its previous valuation), existing investors may find themselves with less power and influence than new investors.

Dilution and Cap Tables

One of the most important tools for understanding dilution is the capitalization table, or “cap table” for short. A cap table is a spreadsheet that outlines the ownership structure of a company, including the percentage ownership and number of shares held by each shareholder. By updating the cap table after each funding round or share issuance, founders can track the impact of dilution on their ownership percentage and make more informed decisions about future fundraising.

It’s important to note that not all dilution is created equal. There are generally two types of dilution that can occur: dilution of ownership percentage and dilution of economic interest. Ownership dilution, as discussed above, refers to the decrease in percentage ownership. Economic dilution, on the other hand, refers to the decrease in the actual value of an individual’s shares. This can occur if new shares are issued at a lower price than previous rounds, or if the company’s overall valuation decreases.

Mitigating Dilution: Pro-Rata Rights

While dilution is a natural part of the fundraising process, there are steps that founders can take to mitigate its impact. One such tool is pro-rata rights. Pro-rata rights allow existing investors to maintain their ownership percentage by purchasing their proportional share of any new shares issued in subsequent funding rounds. For example, if an investor owns 10% of a company pre-funding round, they would have the option to purchase 10% of the new shares issued in the next round. By exercising their pro-rata rights, investors can avoid being diluted and maintain their stake in the company.

It’s important for founders to consider pro-rata rights when negotiating funding terms with investors. Some investors may be willing to forgo their pro-rata rights in exchange for other concessions, such as a higher valuation or liquidation preference. However, for existing investors, maintaining their ownership percentage can be crucial to preserving their economic interest in the company.


Dilution can be a complex and nuanced topic, but understanding its impact is critical for founders navigating the fundraising process. By keeping a close eye on the cap table and negotiating pro-rata rights with investors, founders can mitigate the impact of dilution and protect the value of their shares. As with any aspect of fundraising, it’s important to seek advice from experienced professionals to ensure that you’re making informed decisions and setting your company up for success.