Cap Table Calculator
Model your startup cap table with founders, investors, ESOP, and convertible notes. Enter values for instant results with step-by-step formulas.
Reviewed by Daniel Agrici, Founder & Lead Developer
Formula
Ownership % = Shares Held / Total Fully Diluted Shares x 100
Each stakeholder's ownership percentage is calculated by dividing their shares by the total number of fully diluted shares, which includes all outstanding shares plus all reserved or potentially convertible shares. Valuation equals total shares multiplied by price per share.
Worked Examples
Example 1: Post-Series A Cap Table
Problem:Two founders split 10M shares (60/40). Seed investors hold 1.5M shares, Series A investors hold 2.5M shares, ESOP is 1.5M shares, and convertible notes converted to 500K shares. Price per share is $2.
Solution:Total Shares: 6M + 4M + 1.5M + 2.5M + 1.5M + 0.5M = 16,000,000\nFounder: 6M / 16M = 37.50%\nCo-founder: 4M / 16M = 25.00%\nSeed: 1.5M / 16M = 9.38%\nSeries A: 2.5M / 16M = 15.63%\nESOP: 1.5M / 16M = 9.38%\nNotes: 0.5M / 16M = 3.13%\nTotal Valuation: 16M x $2 = $32,000,000
Result:Founders: 62.5% | Investors: 28.1% | ESOP: 9.4% | Valuation: $32M
Example 2: Early Stage with Two Founders
Problem:Two co-founders start with 5M shares each. They create a 2M share ESOP and raise $500K seed at $1/share for 1M shares. Calculate the cap table.
Solution:Total Shares: 5M + 5M + 2M + 1M = 13,000,000\nFounder 1: 5M / 13M = 38.46%\nFounder 2: 5M / 13M = 38.46%\nESOP: 2M / 13M = 15.38%\nSeed: 1M / 13M = 7.69%\nPost-money Valuation: 13M x $1 = $13,000,000\nPre-money: $13M - $500K = $12,500,000
Result:Founders: 76.9% | ESOP: 15.4% | Seed: 7.7% | Valuation: $13M
Frequently Asked Questions
What is a cap table and why is it important?
A capitalization table (cap table) is a detailed spreadsheet or document that shows the equity ownership structure of a company, including all shareholders, their number of shares, the type of securities held, and the percentage of ownership. Cap tables are essential for startups because they track how ownership changes through each funding round, option grant, and equity transfer. Investors require accurate cap tables during due diligence before making investment decisions. A messy or inaccurate cap table can delay or kill a funding round. Cap tables also determine who has voting control, how proceeds are distributed during an exit, and how much dilution founders experience over time.
What are the key components of a startup cap table?
A comprehensive cap table includes several key components. Common stock held by founders and employees represents the base equity layer. Preferred stock issued to investors typically includes liquidation preferences and anti-dilution protections. The Employee Stock Option Pool (ESOP) represents shares reserved for future employee grants. Convertible instruments like SAFEs and convertible notes are tracked on a pro-forma basis showing their potential conversion into equity. Warrants give holders the right to purchase shares at a predetermined price. Each component shows the number of shares or units, the price paid per share, the percentage of total ownership, and any special rights or preferences attached to that class of stock.
How do convertible notes and SAFEs appear on a cap table?
Convertible notes and SAFEs appear on the cap table as potential (pro-forma) equity rather than actual equity because they have not yet converted into shares. They are typically shown in a separate section or as a footnote indicating the amount invested, the valuation cap, and the discount rate. When modeling the cap table for a new funding round, these instruments convert into shares based on the lower of the capped valuation or the discounted round price. For example, a SAFE with a $5 million cap would convert at the $5 million valuation even if the Series A is priced at $10 million, giving SAFE holders twice as many shares per dollar invested. Properly modeling these conversions before a round is critical for accurate dilution calculations.
What happens to the cap table during an exit or acquisition?
During an exit, the cap table determines how proceeds are distributed among shareholders through the liquidation waterfall. Preferred stockholders (investors) typically have liquidation preferences that guarantee they receive at least 1x their investment before common stockholders receive anything. Some investors have participating preferred stock, which allows them to receive their liquidation preference and then participate pro-rata in remaining proceeds. After all preferences are satisfied, remaining proceeds are distributed pro-rata to all shareholders based on their ownership percentages. Understanding this waterfall is crucial because a company sold for $20 million might leave nothing for common stockholders if investors hold $20 million in liquidation preferences.
References
Reviewed by Daniel Agrici, Founder & Lead Developer · Editorial policy