Capital Table Builder
A cap table (capitalization table) tracks every shareholder's equity stake in a company. Build your current cap table, model a new financing round, and instantly generate a pro forma cap table showing post-financing ownership.
Walk through each step below to see how a new round of financing affects every shareholder's ownership percentage and equity position.
Option Pool
Current Cap Table
Enter shareholder details above to see the current cap table.
Understanding Cap Tables
A capitalization table (cap table) is the definitive record of who owns what in a company. It lists every shareholder, the type and number of securities they hold, and their resulting ownership percentage. Maintaining an accurate cap table is critical for fundraising, hiring, and corporate governance.
Fully diluted shares represent the total number of shares that would be outstanding if all convertible securities were exercised, including stock options (both vested and unvested), warrants, and convertible notes. Investors typically negotiate their ownership on a fully diluted basis, because this represents the true economic reality of the company's equity.
Convertible securities such as SAFEs and convertible notes convert into equity at a future financing event. The conversion terms (valuation cap, discount rate) determine how many shares each instrument converts into. In a pro forma cap table, these conversions are modeled to show the post-financing ownership structure.
Pro forma mechanics: When a new round of financing closes, the company issues new preferred shares to investors based on the share price (pre-money valuation divided by fully diluted shares). Any option pool expansion is created from authorized but unissued shares, diluting all existing shareholders proportionally. The resulting pro forma cap table shows each party's new ownership percentage after accounting for all new shares.