Cap Table

TL;DR

A spreadsheet or system-of-record showing every shareholder, share class, option, warrant, and convertible instrument outstanding in a company.

A cap table tracks who owns what in a company. At minimum, it lists each shareholder, the share class they hold, the share count, and the percentage ownership on a basic and fully diluted basis. Modeled cap tables also include round-by-round projections, option grants, and conversion mechanics for SAFEs and notes.

Clean cap tables are a prerequisite for institutional rounds. Common problems include unrecorded option grants, lost paperwork on early SAFEs, and informal verbal commitments to advisors that haven't been papered.

Worked example

Post-Series-A cap table: Founders 56% (5.6M common), Employees 12% (1.2M options + pool), Seed investors 10% (1M preferred), Series A 22% (2.2M preferred). Total fully-diluted: 10M shares; per-share = $50M post / 10M = $5.00.

Common pitfalls

• Letting the cap table drift into informal spreadsheets across multiple founders.
• Granting options or advisor shares without cap-table updates.
• Skipping fully diluted modeling and being surprised at exit.

When this shows up in a pitch deck

Cap table summary lives in the data room. The deck might mention founder ownership percentage in passing.

See Cap Table in context

Cap Table shows up most often in these scoring rubrics and investor profiles — jump straight to who cares about it and how to pitch them.

For investor types

• Private Equity — Profitability & Scale

Related terms

• Fully Diluted Shares — The total share count assuming every option, warrant, convertible note, SAFE, and reserved pool has been exercised or converted.
• Dilution — The reduction in an existing shareholder's ownership percentage caused by issuing new shares in a financing or an option grant.
• Option Pool — Equity reserved for future employee, advisor, and contractor grants, usually sized as 10–20% of fully diluted shares.
• Preferred Stock — The equity class issued to investors, carrying special rights such as liquidation preference, anti-dilution protection, and protective covenants.
• Common Stock — The base equity class held by founders and employees, with voting rights but no preference rights or dividends.

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