Equity, Ownership & Dilution Intermediate

Fully Diluted Shares

The total share count including all issued shares, options, RSUs, and convertible instruments.

Definition

Fully diluted shares is the total number of shares that would exist if every option were exercised, every RSU vested, every SAFE and convertible note converted, and every warrant executed. This number is the denominator you should always use when calculating your ownership percentage. It is larger than the basic outstanding share count.

Why it matters

If a company tells you the outstanding share count is 10M but the fully diluted count is 15M, your ownership percentage is 33% lower than you might think. Always use the fully diluted number.

Example

Outstanding shares: 8M. Unexercised options: 1.5M. Unvested RSUs: 500K. Unallocated option pool: 1M. Convertible SAFEs: 1M shares. Fully diluted total: 12M shares.

Related terms

Fully Diluted Valuation
Company value calculated using ALL shares, including unexercised options and unconverted instruments.
Cap Table
A spreadsheet tracking every shareholder, their share counts, and ownership percentages.
Ownership Percentage
Your shares divided by total fully diluted shares, expressed as a percent of the company you own.
Option Pool
A block of shares reserved for granting stock options and RSUs to employees.
Authorized Shares
The maximum number of shares a company is legally allowed to issue, set in its charter.
Outstanding Shares
Shares currently held by all shareholders, excluding treasury shares repurchased by the company.

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This definition is an educational summary. It is not legal, tax, or investment advice. Specific terms in your equity grant or company documents may differ.