Dilution
Also called: equity dilution
ELI5
Existing owners own a smaller percentage after new shares are added.
Used in conversation
“The round creates dilution but may increase the value of the company.”
Definition
Reduction in an existing holder's ownership percentage when additional securities are issued or become outstanding.
Here “Dilution” means: Reduction in an existing holder's ownership percentage when additional securities are issued or become outstanding.
Pitch context
You will see “Dilution” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches cap table, ownership & dilution.
Why it matters: In cap table, ownership & dilution, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Connected terms
- Down roundDilution is a reduction in ownership percentage or economics; a down round is a financing at a lower valuation that may cause dilution and anti-dilution effects.
Sources & evidence · 5
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossaryDirect source · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateSupporting source family · practitioner · checked 2026-08-16