Fully diluted ownership
Also called: fully diluted basis
ELI5
Ownership after counting securities that could become shares.
Used in conversation
“The investor asked for the fully diluted ownership percentage.”
Definition
Ownership calculated assuming specified options, warrants and convertible securities become shares.
Here “Fully diluted ownership” means: Ownership calculated assuming specified options, warrants and convertible securities become shares.
Pitch context
You will see “Fully diluted ownership” 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.
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