How startups can manage equity dilution

Equity dilution goes by many names: founder dilution, stock dilution, startup share dilution. But the process is consistent: Each time a startup raises capital by selling equity to investors, issues employee stock options or converts securities into shares, the founder’s ownership stake drops.

This article, originally published by our partners at J.P. Morgan, take us through this concept deeper. 

“Imagine your company as a pie,” said Derek Gallagher, Head of Cap Table Management at J.P. Morgan. “When you bring in new investors, you're effectively slicing the pie into more pieces, which means each existing piece becomes slightly narrower.”

However, dilution often signals positive momentum. “The whole pie is getting bigger,” Gallagher said, “which means the value of your slice increases, even though your percentage of the overall pie decreases.”

Strategic dilution through thoughtfully structured funding rounds can accelerate growth and ultimately create value for all shareholders. The key is understanding how to evaluate and manage this tradeoff effectively. 

‍Equity dilution’s impact on startups

Equity dilution takes on particular significance for startups, where it often serves as a critical tool for funding hypergrowth. 

“The stakes run high and fast for startups, where every percentage point of ownership can significantly impact control and decision-making,” Gallagher said. “Once that first institutional investment is accepted, the startup is on the clock to grow big enough and fast enough to unlock the next funding round and give those initial investors a markup on their investment.”

The evolution of ownership structure through funding rounds creates both opportunities and challenges. “Founders and early investors may see their ownership percentages decrease, which can affect their influence over the company,” Gallagher said. “New investors might gain significant influence, potentially altering the company's strategic direction.”

‍Equity dilution from pre-seed to Series C and beyond

Equity dilution varies with each funding round. Multiple factors are at play, including: 

• Valuation: Position in market cycles and company performance drive valuations, which affect dilution rates. Early rounds typically see higher equity dilution due to lower valuations, making timing and growth metrics critical.

• Amount raised: Capital needs should align with clear business milestones. While larger raises can increase dilution, they may provide runway to achieve valuation objectives.

• Investor terms: Thoughtful negotiation of liquidation preferences and anti-dilution provisions can significantly impact long-term ownership outcomes.

“There are many rules of thumb that apply to how much equity is usually given at each funding round,” Gallagher said. “But the reality is the more traction or intellectual property the startup can generate, the better their negotiating position is going to be.”

‍How to manage and limit equity dilution

While some equity dilution is inevitable for startups as they grow, founders can limit it. Efficient operational management can reduce dependence on frequent fundraising rounds, while exploring alternative financing structures can help preserve equity. Consider these nondilutive or minimally dilutive financing options:

• Grants: Many government agencies, private foundations and corporations offer grants to startups, which don’t have to give up equity or repay the funds.

• Debt financing: Venture loans or convertible notes can provide immediate capital without immediate dilution, which can help preserve equity while still allowing startups to access funds.

• Crowdfunding: Some forms of crowdfunding, such as reward-based or donation-based platforms, allow capital raising tied to product pre-sales or community support rather than ownership stakes. 

Forecasting and managing equity dilution requires ongoing analysis:

• Financial modeling: Build detailed financial models to map future funding needs against growth targets, assess funding requirements and evaluate how different financing paths affect ownership over time.

• Cap table analysis: J.P. Morgan software helps founders and CEOs maintain accurate ownership records and project how potential funding rounds would impact equity structure.

• Conversion planning: “Startups fundraising via convertible instruments, such as SAFEs, should understand their conversion triggers and dilution implications,” Gallagher said. “This knowledge allows founders to actively manage the impact through available adjustment levers, such as valuation caps and discounts.”

The bottom line: By understanding and strategically managing equity, founders can maintain meaningful ownership, attract the right investors and fund sustainable growth. The right approach balances control with the capital needed to achieve your key business milestones.