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Module 7 · Cap tables and dilution

Founder ownership benchmarks

What the median founding team owns after each round, how much each round dilutes, and how to read these numbers without errors.

14 minLesson 3 of 58 sources

In this lesson you will learn

  • What the median founding team owns after the seed, the Series A, the Series B, and the Series C
  • How much the median round dilutes at each stage in 2025 and 2026
  • Why you cannot multiply the per-round medians to predict founder ownership
  • How to compare your own cap table with the benchmarks

How much of your company will you own after the Series A? Benchmarks give an answer, but two benchmarks do not agree. The median round sells less than 20%, so two rounds keep about two thirds for the founders. But the median founding team owns about a third. This lesson gives you the data and explains the gap.

Where the numbers come from

Most public benchmarks for cap tables come from Carta. Carta sees the cap tables of the companies that use its software, and most of these companies are US startups with venture capital. The data is the best public dataset, but it does not show the full market. For example, it shows few companies that never raised money.

Two kinds of number appear in this lesson:

  • Founder ownership is what the full founding team owns together, as a part of the fully diluted shares. It is not the share of one founder.
  • Dilution per round is the part of the company that the new investors buy in one round: new money ÷ post-money valuation.

Each benchmark is a median: the middle company when you put all companies in order. Half of the companies are above the median, and half are below it.

What founding teams own

The table shows two patterns. First, the seed and the rounds before it take more than 40% of the company from the median founding team. Second, after the Series A, the median team no longer owns a majority. Control does not come from the percentage alone. Board seats and voting rights also give control, and the lesson on control terms explains them.

Compare your own team with these medians. Enter what your founders own together after your last priced round.

Benchmark

Your founding team against the median

Enter what all the founders own together, fully diluted, after your last priced round.

Your last priced round
Your founding team
45%
Median after the Series A
36%
Difference
+9.00 points

Median founding team after each round, and your team

Seed
56%
Series A
36%
Your team
45%
Series B, AI
27.3%
Series B, not AI
21.8%
Series C
16.1%

Your founding team owns 45% after the Series A. The median founding team owns about 36% at that stage, so your team is 9 points above the median. Half of the teams in the data own more than the median, and half own less.

A share at or above the median is not a guarantee. The median team after the Series B owns about 21.8% to 27.3%, with AI teams at the top of that range, so the next round will still get a large part.

Medians from the Carta Founder Ownership Report 2026 (published 2026-03-12, rounds from 2021 to 2025).

How much each round sells

The second benchmark is the dilution of one round. Later rounds sell smaller parts of much larger companies:

Dilution per round decreased in the last two years. Carta gives a median of about 16% for rounds from the seed to the Series C in 2025, against about 19% two years before. At the Series B, the median was 12.9% in Q4 2025, against 18% two years before.

Numbers vary from source to source. PitchBook counts all US deals, and Carta counts only priced rounds on its platform. From PitchBook’s 2026 medians (to September 30), the implied dilution is 14.1% at the seed and 22.4% at the Series A. These values come from a median round size and a median pre-money valuation, which come from different deals. Thus they are only approximate.

Work it out

In Q2 2026, the median Series A on Carta raised $14.7M at a $76.3M post-money valuation. What part of the company does $14.7M buy at $76.3M?

The trap: multiply the medians

The obvious method is to multiply the per-round medians. Try it first.

Predict first

The median seed sells 19.4% and the median Series A sells 18.7%. A founding team starts at 100%, and only those two rounds dilute it. What does it own after the Series A?

Type a guess before you continue. A guess first, even a wrong one, makes the answer easier to remember.

The two benchmarks are correct. They measure different things. The per-round medians count only the new money of each round. The founder-ownership medians count everything that diluted the founders:

  • SAFEs from the pre-seed, which convert at the seed
  • The option pool that the seed makes, and the pool top-up at the Series A
  • Bridge rounds between the seed and the Series A
  • More pre-seed rounds, bigger pools, and other events that some companies have

There is also a sample effect. The companies with a Series A this year are not the same companies as the companies with a seed this year. Each median comes from a different group of companies. Add the hidden items one at a time, and watch the gap close.

Find the gap

Multiply the medians, then add what they do not count

The per-round medians count only the new money. Add the other dilution of a typical path and compare with what founding teams really own.

0%
0%
0%
0%
Medians multiplied
65.53%
0.806 × 0.813
Your model
65.53%
With what you added
Measured median
36%
After the Series A
Gap left
+29.53
Percentage points

What the founding team owns after the Series A

Medians
65.53%
Your model
65.53%
Measured
36%

The median seed sells 19.4% and the median Series A sells 18.7%. Multiplied, the founders keep 65.53%. But the median founding team owns only about 36% after the Series A.

The medians do not count the SAFEs that convert, the pools, or the bridges. Move the sliders to add them, one at a time.

Per-round medians: Carta Round Benchmarking, Q2 2026. Measured median: Carta Founder Ownership Report 2026, rounds from 2021 to 2025. Each slider is a part of the company at that step.

Northwind’s path closes most of the gap. Use the medians for the new money, and add Northwind’s other items. Its SAFEs get 20% at the seed, and its seed pool is 12%. Its bridge gets 6.67%, so the founders keep 0.933 of their share. At the Series A, its pool top-up of 2,292,264 shares is 8.3% of the total after the round:

Medians only:  0.806 × 0.813                 = 65.5%
Seed:          0.80 × (1 − 0.194 − 0.12)    = 54.9%
Bridge:        54.9% × 0.933                = 51.2%
Series A:      51.2% × (1 − 0.187 − 0.083)  = 37.4%

The model gives about 37%, near the measured 36%.

Work it out

Your founding team owns 50% after the seed. The Series A sells 18.7% to new money and adds a pool top-up of 5% of the post-money, in the pre-money. What does your team own after the Series A?

Use benchmarks well

A benchmark is a tool for questions, not a target. Use it in these ways:

  • Compare on the same basis. The Carta medians are fully diluted and count the full founding team. Compare them with your fully diluted total for all founders.
  • Compare with the same kind of company. At the Series B, AI founding teams owned 27.3% at the median and other teams 21.8%. A hardware company and a software company have different paths.
  • Calculate the pool from your plan. The median pool after the seed is about 12%. If a seed term sheet asks for a pool of 20%, size the pool from your hiring plan. Use the hires of the next 18 to 24 months, and show the plan to the investor.
  • Plan two rounds ahead. On Carta in Q1 2026, the median time from the seed to the Series A was about 2.0 years. Your next two rounds set what you own at an exit.

The ranges around each median are wide. A percentile tells you the part of the companies below a value: 90% of the companies are below the 90th percentile. In Q1 2026, the 90th-percentile seed valuation on Carta was nearly 4 times the median. At the Series A, it was nearly 5 times the median. A company far from the median is not unusual.

Quiz · question 1 of 6

Test what you learned

In the Carta Founder Ownership Report 2026, about what does the median founding team own after the Series A?

Key takeaways

  1. 1.In the Carta Founder Ownership Report 2026 (rounds from 2021 to 2025), the median founding team owned about 56% after the seed and 36% after the Series A.
  2. 2.After the Series B, the median was 27.3% for AI founding teams and 21.8% for other teams. After the Series C, it was about 16%.
  3. 3.In Q2 2026, the median round on Carta sold 19.4% at the seed, 18.7% at the Series A, and 13.4% at the Series B. Later rounds sell less.
  4. 4.The per-round medians count only the new money. SAFEs, pools, and bridges dilute founders more, so a product of the medians gives founders too much.
  5. 5.A median is the middle company, not a target. Use benchmarks to examine a term sheet.

Sources

  1. 1.Founder Ownership Report 2026. Carta, 2026-03-12.
  2. 2.Series A Funding: How to Raise Your First Priced Round (Q2 2026 Round Benchmarking). Carta, Read November 2026.
  3. 3.Seed Funding: A Startup's Guide to Raising a Seed Round. Carta, Read November 2026.
  4. 4.State of Private Markets: Q1 2026. Carta, 2026-05-29.
  5. 5.State of Private Markets: 2025 in Review. Carta, 2026-02-18.
  6. 6.VC Startup Fundraising Benchmarks From 1000 Rounds (software rounds). Carta (Peter Walker), 2026-07-10.
  7. 7.Startup Dilution Benchmarks 2026 (secondary summary of Carta data). EquityDilutionCalculator.com, 2026.
  8. 8.Q3 2026 PitchBook-NVCA Venture Monitor. PitchBook and NVCA, October 2026.