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Cap Table Calculator

Model your startup’s cap table. Add shareholders and funding rounds to see ownership percentages, dilution, and equity distribution.

Shareholders

Add shareholders and rounds, then click Calculate.

How Cap Tables Work

What is a Cap Table?

A capitalization table tracks who owns what in a company. It starts simple — founders and their shares — and grows more complex with each funding round, employee option grant, and convertible note conversion.

How Funding Rounds Affect Ownership

When a startup raises money, it issues new shares to investors. The number of new shares is determined by the investment amount divided by the share price. The share price comes from the pre-money valuation divided by total existing shares.

For example: A company with 1,000,000 shares and a $4M pre-money valuation has a $4/share price. A $1M investment buys 250,000 new shares. Post-money valuation is $5M, and the investor owns 20% (250K / 1.25M total shares).

Why Cap Tables Matter

  • Fundraising: Investors evaluate your cap table to understand existing ownership and their potential stake
  • Hiring: Employee equity offers depend on total shares outstanding and current valuation
  • Exits: Cap tables determine who gets paid what in an acquisition or IPO
  • Decision making: Voting rights and board seats often depend on ownership percentages

Best Practices

Keep your cap table updated after every transaction. Use a simple spreadsheet or cap table software. Include all share classes, option pools, and convertible instruments. Review with your lawyer before each funding round.

Frequently asked questions

A capitalization table (cap table) is a spreadsheet or table that shows the equity ownership structure of a company. It lists all shareholders, their share counts, share classes, and ownership percentages. Cap tables are essential for fundraising, as investors need to understand the existing ownership structure before investing.

When a company raises money by issuing new shares, existing shareholders’ ownership percentages decrease — this is dilution. For example, if a founder owns 100% of 1M shares and the company issues 250K new shares to an investor, the founder now owns 80% (1M / 1.25M). The founder still has the same number of shares, but each represents a smaller slice of the company.

Share classes define different rights and preferences. Common shares are typically held by founders and employees. Preferred shares are issued to investors and usually come with liquidation preferences, anti-dilution protection, and other rights. Series A, B, C preferred shares each have their own terms negotiated during that funding round.

There’s no universal answer, but equal (50/50) or near-equal splits are common for co-founders who contribute equally. Factors to consider include: who had the original idea, relative time commitment, skills and experience, capital contributed, and opportunity cost. Many advisors recommend deciding early and vesting shares over 4 years with a 1-year cliff.

Typical dilution per funding round is 15–25%. Seed rounds usually dilute founders 15–20%. Series A rounds typically dilute 20–25%. Later rounds may dilute less (10–20%) as the company’s valuation grows. By the time a startup reaches Series C, founders often retain 10–30% ownership depending on how much capital was raised.

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