How Much Equity to Give Up in a Seed Round: What 2026 Benchmarks Show

Founders often ask how much equity to give up in a seed round. Benchmarks published in 2026 and attributed to Carta put the median seed round at roughly 18 to 19 percent dilution. This guide shows the figures, why they differ by source, how to calculate your own number and what to watch for before you sign. We could not open Carta's primary report, so the figures below come from secondary sites that cite it.

What the Benchmarks Say

• Seed round dilution: one source reports a median of 19.4 percent for the second quarter of 2026, and others cite a median of 18 percent for the six months to July 2026
• Median seed round size and valuation: figures cited include about $4.1 million raised at a $24.3 million valuation, and about $4.5 million at a $23.9 million post-money valuation
• Series A dilution: about 18.7 percent in the first quarter of 2026
• Series B dilution: about 13.4 percent
• Series C dilution: about 9.5 percent
• Founder ownership: about 56 percent after seed and about 36 percent after Series A, according to a guide that cites Carta's founder ownership data for 2021 to 2025 rounds
• Pre-seed instruments: one source says 93 percent of pre-seed rounds in the second quarter of 2026 used SAFEs

Checking the Benchmarks With Arithmetic

The reported medians do not have to match each other exactly, because the median of dilution is not the same as the median raise divided by the median valuation. Still, the figures sit close:

• $4.1 million raised at a $24.3 million valuation implies about 16.9 percent if the valuation is post-money
• $4.5 million raised at a $23.9 million post-money valuation implies about 18.8 percent

Both land in the same range as the reported dilution medians of 18 to 19.4 percent.

Why the Numbers Differ

The 18 percent and 19.4 percent figures use different periods and may use different samples. Medians also hide wide ranges, so a founder with strong growth can sell less, while a founder with a first-time team or little traction may sell more. Treat the benchmarks as a reference point, not as a target.

How to Calculate Your Dilution

• Priced round: dilution equals the new money divided by the post-money valuation. Raising $2 million at a $10 million post-money valuation sells 20 percent.
• Post-money SAFE: the investor's ownership equals the purchase amount divided by the post-money valuation cap, before the next priced round. A $1 million SAFE at a $10 million post-money cap converts to about 10 percent.
• Multiple instruments: add up each SAFE or note and model them together, since later rounds can convert several at once.
• Option pool: if investors ask you to set aside shares for future hires, that pool can reduce your ownership as well. Ask whether it is included in the valuation.

What Moves the Number

• Traction: revenue, retention and growth usually allow a higher valuation and less dilution
• Round size: raising more than you need increases dilution, while raising too little shortens runway
• Market conditions: a hot sector can lift valuations, while a down market lowers them
• Terms: a valuation cap or discount on a SAFE or convertible note changes how much equity the investor gets later
• Who leads: a strong lead investor may accept a different price from a first-time angel

Common Mistakes

• Counting only the equity sold today and forgetting the SAFEs and notes that will convert at the next round
• Optimising for the highest valuation, which can create a down round later if growth does not match
• Ignoring the option pool until a term sheet arrives
• Selling a large share to a single investor who does not add value beyond cash
• Not modelling the next round, so you are surprised when dilution from Series A takes founders well below half

How to Use the Benchmarks With Investors

Open with the amount you need and the milestones it buys, then show how much equity that implies. If the number sits near the median, you have an easy conversation. If it is higher, explain why, with growth, a competitive process or lower risk. If it is lower, be ready for the investor to ask what is making them take more risk. Keep your cap table clean and your data room ready before the first term sheet.

What to Do Next

Build a simple model of your cap table before and after the round, including every SAFE and an option pool. Then compare the result with the benchmarks above and with offers from at least two investors. For help choosing between instruments, see our guide to SAFEs and convertible notes.

Browse the seed investor directory for more active funds, or explore active capital on AngelLinx @ angellinx.ai/register.

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