Seed Stage Dilution Calculator

The Seed Stage Dilution Calculator estimates how a new financing round changes an existing holder’s ownership percentage. It uses pre-money valuation, new investment, and current ownership to show post-money dilution and the implied value of the remaining stake.

The model is a simplified financing view. Option-pool increases, convertible instruments, liquidation preferences, and transaction terms can change the actual capitalization outcome.

Enter your inputs

$
$
%
Result
Post-round ownership
Ownership dilution
New investor ownership
Implied stake value

1. Enter the pre-money valuation

Use the agreed company equity value immediately before the new investment.

2. Add the new investment

Enter the primary capital issued in the round.

3. Enter current ownership

Use the holder’s fully diluted percentage before the round.

4. Review post-round ownership

Compare the remaining percentage with the pre-round stake.

5. Consider omitted cap-table changes

Model option-pool changes or convertible conversions separately if they occur with the round.

Post-money valuation = Pre-money valuation + New investment
Existing holder post-round ownership = Current ownership × (Pre-money ÷ Post-money)
Dilution = Current ownership − Post-round ownership

The formula assumes only newly issued primary equity and no other capitalization changes.

What the result means

Post-round ownership is the holder’s estimated percentage after the new investor receives newly issued shares.

Economic rights may differ from percentage ownership because of preferences, option pools, and security terms.

Given: A $6 million pre-money valuation, $2 million new investment, and 20% current ownership.

Calculation: Post-money value = $8 million. Retention factor = $6m ÷ $8m = 75%. New ownership = 20% × 75% = 15%.

Result: The holder falls from 20% to 15%, a 5 percentage-point dilution.

Is dilution the same as losing value?

Not necessarily. A smaller percentage of a more valuable company can have equal or greater implied value.

How does an option-pool top-up affect the result?

If created before the financing, it can dilute existing holders further. This simplified model does not include that adjustment.

Do SAFEs or convertible notes change dilution?

Yes. Their conversion can increase the fully diluted share count and alter ownership before or during the round.

Why use pre-money valuation?

Pre-money valuation determines how much ownership the new cash buys before considering the investment itself.

Does this show voting control?

No. Voting rights can depend on share class, board rights, agreements, and protective provisions.