What is a Cap Table?
A capitalization table (cap table) is the ownership ledger of a company. It shows who owns what, which security they hold (common shares, preferred shares, options, SAFEs/convertible notes), and what everyone owns on a fully diluted basis—meaning you assume all convertible instruments and equity incentives eventually convert or vest.
Cap tables matter because every financing event reshapes the company’s economics and control. New rounds change ownership percentage, dilution, and often voting power, while also resetting expectations for exit outcomes (who gets paid first and how much). A clean cap table helps founders and finance teams run scenarios before they commit to terms—so there are no surprises at signing or at exit.
Most cap table decisions come down to a few practical trade-offs:
- Dilution vs. cash runway: how much ownership you give up to raise the money you need.
- Hiring leverage vs. founder stake: how big the option pool should be to recruit, without silently over-diluting founders.
- Governance vs. alignment: how investor ownership and voting rights affect control and incentives.
- Valuation vs. effective ownership: how pre-money and post-money terms translate into real share counts and percentages.
If you’re modeling a round, you’ll usually want to sanity-check the cap table with a few related tools:
- Use a Pre-Money Valuation Calculator and Post-Money Valuation Calculator to translate term-sheet valuation into ownership outcomes.
- Use an Equity Dilution Calculator to estimate how new shares (and the option pool) affect each stakeholder.
- Use an Ownership Percentage Calculator to validate any single holder’s stake from share counts.
- If you’re splitting equity among founders or early contributors, a Equity Split Calculator helps you pressure-test fairness before the cap table hardens.
Formulas used
Example
Inputs (pre-round): Pre-money $20,000,000; New investment $5,000,000; Founders & team 55%; Option pool 15%; Existing investors 30%.
Post-money: $25,000,000. New investor ownership: $5,000,000 ÷ $25,000,000 = 20%. Scale = 80%.
Scenario A — Option pool “pre-money (included)” (everyone dilutes pro-rata to make room for new money):
New investor: 20%
Scenario B — Increase pool to 10% post-money (new investor stays at 20%; pool set to target):
Split remainder by pre-round ratio between founders and existing investors (55:30):
Option pool: 10% (change 5 pp)
New investor: 20%
Scenario C — Increase pool by +5 pp post-money (new investor stays at 20%; pool expands by fixed pp):
Option pool: 17% (change −2 pp)
New investor: 20%
Frequently Asked Questions
If I raise $X on a $Y pre-money valuation, what % of the company does the new investor get?
Enter Pre-money valuation and New investment amount—the calculator returns the new investor’s post-money ownership (typically Investment ÷ (Pre-money + Investment)).
What’s the difference between “Pre-money (included)” vs “Increase pool to X% (post-money)”?
“Pre-money (included)” treats the option pool as already part of the pre-round cap table (it dilutes along with everyone else). “Increase pool to X% (post-money)” models a pool top-up so the option pool ends at a target post-round %, which increases dilution for existing holders.
Who gets diluted when the option pool is increased after the round?
In this calculator’s pool-increase modes, the extra dilution is allocated to existing holders (founders/team and existing investors), while the new investor’s % stays tied to the investment vs valuation math.
My pre-round ownerships don’t add up to 100%—will the results still be valid?
No—fix the inputs so Founders & team + Option pool + Existing investors = 100% (or your “pre-round” baseline is inconsistent and the post-round split won’t be meaningful).
Sources & Methodology