How Much Dilution Do Founders Sell in Each Round

How Much Dilution Do Founders Sell in Each Round

Author

Peter Walker

|

Read time: 

2 minutes

Published date: 

October 21, 2024

From 3,368 rounds in 2024: primary rounds see 20% median dilution at seed and Series A, but bridge rounds show much higher dilution—the primary vs bridge...

LinkedIn: How Much Dilution Do Founders Sell in Each Round

Founders: here's how much of your company investors are asking for.

Data from 3,368 rounds raised by US startups on Carta so far in 2024.

Of course founders typically sell less equity in later rounds (as the business is much more established). But even within a single round like Series A, the gap between primary and bridge round dilution is quite wide.

𝗞𝗲𝘆 𝗧𝗮𝗸𝗲𝗮𝘄𝗮𝘆𝘀

  • 75th percentile for primary Seed and Series A is around 25%. Deals with 30% or more dilution are rare.

  • The 20.4% median in primary seed rounds does not take into account the conversion of SAFEs or Convertible Notes (which is the usual route for pre-seed cash).

  • Pretty high median dilution in bridge seed rounds. A bridge after a seed round can either be great (an investor wants to pre-empt the A) or pretty bad (struggling company looking for a lifeline). So the distribution is all over.

  • Many founders want to exit the Series A round maintaining majority control of the business. At 20% seed + 20% A + 8-10% pre-seed...that gets tricky!

  • Deep tech sectors like Biotech and Hardware typically see dilution more towards the upper end of the ranges; standard SaaS is more the median.

  • Dilution matters, but so do deal terms. Good to see liquidation preferences over 1x remain uncommon for Seed and A (less than 5% of deals). They are popping up more frequently in B and C however, especially in bridge rounds.

  • This data doesn't look at "seed on SAFEs" but the median sold in a $3M SAFE round is 20.5% (which matches almost exactly with the dilution for a priced seed).

Obviously, each round is a unique negotiation between the founders and investors. Founders want to hold on to a significant stake in the company they've created - and investors need a certain allocation in order to for their fund economics make sense.

Hopefully these benchmarks help set the terms!

Give me a shout in the comments if you want this same graphic filtered to a specific industry.

#startups #founders #dilution #venturecapital #fundraising

Fresh startup data bottled from pristine mountain streams every Thursday morning - subscribe for more at the link in graphic below.

Peter Walker
Author: Peter Walker
Peter Walker runs the Insights team at Carta, focused on discovering key data and narratives across the private capital ecosystem. In a former life, he was a marketing executive for a media analytics startup and led the data visualization team at the Covid Tracking Project.

DISCLOSURE: This communication is on behalf of eShares, Inc. dba Carta, Inc. ("Carta"). This communication is for informational purposes only, and contains general information only. Carta is not, by means of this communication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein. © 2026 Carta. All rights reserved. Reproduction prohibited.