Founder answers
Fully-diluted vs issued shares: which percentage matters?
Short answer
Fully-diluted ownership counts all shares that could exist — issued shares plus the option pool, plus convertibles and warrants on an as-converted basis. It’s the percentage that matters in a financing, because investors price and dilute on the fully-diluted cap table.
Issued vs fully-diluted
Issued shares are what’s actually been granted. Fully-diluted adds the unallocated option pool and anything that can convert into shares. Your “real” ownership for fundraising is the fully-diluted number.
Why it matters
Term sheets and the option-pool shuffle are calculated on the fully-diluted cap table — so model your ownership that way before you negotiate.
Common questions
Does the option pool count in fully-diluted shares?
Yes — even the unallocated pool counts, which is why a pre-money pool dilutes founders.
Which number do investors use?
Fully-diluted — they price and structure dilution on the fully-diluted cap table.
Stop reading, start building — the lesson lets you model this with your own numbers.
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