There's no legally correct answer here, but there is a strong market norm — and understanding both the norm and why it exists helps you negotiate from an informed position rather than just accepting whatever number lands on the table.
Most seed rounds land somewhere in the 15–25% dilution range, with 20% functioning as an informal center of gravity many investors reference by default. This isn't a law — it's a convention that's built up because it roughly balances two competing needs: giving investors enough ownership to make the risk worth taking, while leaving founders with enough of the company that future rounds (which will dilute you further) still leave you meaningfully invested in the outcome.
If a single seed round costs you 35–40%, you're often left without enough ownership to stay motivated — and without enough to offer in future rounds without diluting yourself into a minority stake well before an exit. Sophisticated investors know this and are often wary of rounds structured this way, since an under-incentivized founder is bad for their return too.
Founders sometimes chase the lowest possible dilution as a point of pride. But if you're raising less than the market average suggests for your valuation, you may simply be under-capitalized relative to your milestones — leading to a rushed, worse-positioned next raise sooner than planned.
Investors often ask for a 10–20% employee option pool to be created before the round closes — which means that dilution comes out of the founders' side, not the new investors'. A round that looks like "20% to investors" can effectively mean 30%+ founder dilution once the pool is added in. Always model the fully diluted picture, not just the headline investor percentage.
Not "what's the lowest dilution I can get," but "does this amount of capital, at this dilution, actually get me to the milestone that unlocks my next round on better terms." That's the number that matters.
Term sheets get easier to read once you've seen a few — GCN's fundraising glossary is a good plain-English reference for the terms that show up alongside the dilution conversation.

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