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GLOSSARY

Down round

A down round is a funding round where the company is valued lower than in its previous round. Down rounds trigger anti-dilution provisions for previous investors, resulting in additional dilution for founders and employees. They are a negative signal to the market and can impact employee morale when stock options become underwater (exercise price exceeds current value).

Why it matters

Triggers anti-dilution provisions, significantly diluting founders and employees. Negative signal to market.

When it happens

Market corrections, missed milestones, or over-optimistic prior valuations. More common in tough funding environments.

Common pitfalls

Not modeling anti-dilution impact; employee morale issues with underwater options; reputation damage.

Frequently asked questions

Related terms

Anti-dilutionDilution

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Bridge roundProduct-market fit (PMF)