Cap Table Calculator

A capitalization table lists who owns what percentage of a company on a fully diluted basis — including outstanding shares, options, warrants, and convertibles that will become shares. Each bucket’s ownership = bucket shares ÷ total fully diluted shares × 100. Founders, employee option pool, and investors are the three most common buckets at seed stage.

Fully diluted counts all shares that could exist, not just what is issued today. Investors care about dilution order: new rounds, option pool refreshes, and SAFE conversion all change percentages. This simple three-bucket tool is a snapshot for planning — legal cap tables track share classes, preferences, and vesting per holder.

Example: 6M founder shares, 1.5M option pool, 2.5M investor shares → 10M fully diluted. Founders 60%, pool 15%, investors 25%. Refreshing the pool before a round dilutes founders first in many term sheets. Verify numbers against your Carta or lawyer spreadsheet before signing.

The option pool is often the least understood bucket. Unallocated pool shares count in the denominator even though no individual employee owns them yet — that is why pool refreshes hurt founder percentages before new money arrives.

Preferred investors may hold different share classes with liquidation preferences. Economic ownership percentage on common stock differs from preference stack outcomes in a sale — this tool shows simple share counts only.

Founder splits are internal to the founder bucket. Two co-founders with 3M shares each in a 6M founder bucket each own 30% fully diluted in the example above, not 60%.

Worked example after SAFE conversion: start with 6M founders, 1M pool, 0 investors. A SAFE converts for 500K shares → 7.5M fully diluted → founders 80%, pool 13.3%, SAFE holder 6.7%. A priced round later dilutes all buckets.

409A valuations, board approvals, and authorized share limits constrain what spreadsheets can promise. Carta, Pulley, and lawyer pro formas are authoritative — this calculator is for learning and rough planning.

Update the cap table after every financing event, option grant batch, and departure exercise/forfeiture. Stale percentages mislead hiring offers and investor updates.

Advisor grants, consultant equity, and warrant pools add buckets beyond founders, employees, and VCs — model each slice before promising percentages to new hires.

83(b) elections and early exercise affect individual tax outcomes but not headline cap-table percentages — legal and tax planning run parallel to ownership math.

Secondary sales let founders or employees sell existing shares to new buyers without issuing new shares — ownership percentages shift among holders but total diluted count may stay flat.

Drag-along and tag-along rights affect who must sell in acquisitions — legal terms do not change percentage math but affect whether minority holders participate.

Authorized share count limits how many new shares can be issued without board and shareholder approval — check charter authorized shares before modeling large pool refreshes.

409A and board-approved FMV set option strike prices — cap-table percentages do not directly translate to cash outcomes without a liquidity event and preference stack analysis.

Liquidation preference stacks mean investors recover cash before common holders in exits — percentage ownership overstates common proceeds when preferences exceed sale price.

Vesting schedules on founder shares may still be active — unvested founder shares sometimes sit in a separate bucket on legal cap tables even though this tool treats founders as one block.

Employee departures forfeit unvested options back to the pool in many plans — effective pool recycling changes available hiring equity without a formal pool refresh.

Share class names on legal documents (Series A Preferred, Common) map to investor and founder buckets here only at a high level — preferences live in the charter.

Option exercise and secondary sales change who holds shares but follow the same percentage math — refresh inputs after each liquidity event so hiring offers reflect current dilution.

Publishing a simplified cap table to candidates helps close hires — pair percentage with share count and latest 409A price so offers are tangible, not abstract.

Update this snapshot after each board-approved financing round so candidate offer percentages stay accurate.