Reverse Dilution

Reverse Dilution is an informal term sometimes used to describe situations where an investor’s percentage ownership increases (or is protected) relative to others due to structure, such as anti-dilution adjustments, recapitalizations, or conversion mechanics that shift shares toward one class. In cap table dynamics, Reverse Dilution effects can occur in down rounds with aggressive anti-dilution provisions, and Reverse Dilution outcomes are often contentious because they can disproportionately impact founders, employees, and smaller investors.