VC Funding Dilution Calculator
Calculate post-money dilution from VC round, option pool top-up, anti-dilution. Pre vs post-money math.
| Pre-money | — |
| Round size | — |
| Post-money | — |
| New investor stake | — |
| ESOP top-up dilution | — |
| Founder post-round | — |
| ESOP post-round | — |
VC funding rounds dilute existing shareholders. The math: post-money = pre-money + raise. New investor stake = raise / post-money. ESOP top-up dilutes ONLY pre-money holders (founder, existing). Standard term-sheet structure.
Pre-Money vs Post-Money
Pre-money valuation = before the new investment. Post-money = after. Post-money = pre-money + raise. Investor stake = raise / post-money. A $20M pre + $5M raise = $25M post, 20% investor stake.
ESOP Top-Up Mechanics
VCs typically require ESOP pool brought to 10-15% post-money. Top-up shares come from pre-money (founders + existing dilute), not from new investor's stake. Negotiate the top-up size carefully — every 1% top-up = 1% founder dilution.
Anti-Dilution Protection
Investors often get weighted-average or full-ratchet anti-dilution. If next round prices lower (down round), investor's conversion ratio adjusts to give them more shares retroactively. Founders lose more in down rounds than just the new dilution.
Liquidation Preferences
1× non-participating standard. Participating preferred = double-dip (preference + share of remaining). Multiple preferences (2-3×) appear in later/down rounds. Affects exit returns, not ownership %, but reshapes payouts dramatically.
Last updated May 2026. Sources: Carta Cap Table Guide, NVCA Model Documents.