Cap Table Calculator
Model your cap table from founding through Series B. See how each round dilutes founders, grows the option pool, and changes ownership - before you negotiate your next term sheet.
Founding team
Reserved for employee grants before any funding
Funding rounds
Pre-seed
Seed
Series A
Series B
Cap table by round
Founding
Pre-seed
Post-money: $3.5M
Seed
Post-money: $10.0M
Total founder dilution
Founder 1
Started at 45.0%
27.8%
now
Founder 2
Started at 45.0%
27.8%
now
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Start Free TrialWhat founders need to know about cap tables
A cap table (capitalisation table) is a record of who owns what percentage of your company. At founding it is simple - founders plus an option pool. After each funding round, new investors appear and every existing shareholder gets diluted. Founders who raise multiple rounds without modelling this in advance are often surprised by how little they own by Series B.
The option pool shuffle is the most commonly misunderstood dilution mechanism. When investors require a 10% option pool to be created before their investment closes, that pool comes out of the pre-money valuation - meaning it dilutes founders, not investors. A $10M pre-money with a 10% pool top-up effectively reduces the founder valuation to $9M before the investor writes their check.
The option pool shuffle
Investors want a fresh option pool before their round closes - and they want it created pre-money, so the dilution comes from founders. If you raise $2M at $8M pre-money with a 10% pool, your effective pre-money is $7.2M after the pool is carved out. Push to create the smallest pool you can justify based on your actual hiring plan for the next 12-18 months.
Founder ownership benchmarks
At Series A, combined founder ownership below 40% is a yellow flag for investors - it suggests the founders are under-incentivised. Top-quartile companies typically show founders retaining 50-60% at Series A. By Series B, 35-50% combined founder ownership is common. Anything below 30% before Series A usually reflects either too many founders or too much dilution in early rounds.
When to use a cap table tool
Before every round, model three scenarios: the term sheet as offered, a counter with a higher pre-money, and a counter with a smaller option pool. Most founders negotiate on valuation alone and leave dilution from the option pool on the table. Understanding both levers together gives you the full picture of what each deal structure actually costs.
Frequently asked questions
- What is a cap table for a startup?
- A cap table (capitalisation table) is a spreadsheet or document that lists every shareholder in a company, how many shares they own, and what percentage of the company that represents. It includes founders, employees with options, advisors, and all investors from every funding round. The cap table is a legal document - it determines who gets paid what at exit, who can vote on major decisions, and who has pro-rata rights in future rounds.
- How much equity do founders keep after Series A?
- Founders typically retain 50-65% combined ownership at Series A, depending on how many rounds they have raised and at what dilution. A two-founder team raising pre-seed (15% dilution) and seed (20% dilution) before Series A (20% dilution) might retain around 54% combined. The option pool further reduces this by 5-10%. Founders who have raised more rounds or at smaller valuations may retain 40-50%. Below 35% combined before Series A is a significant concern.
- What is the option pool shuffle?
- The option pool shuffle is a term coined by Venture Hacks describing how investors require a new employee option pool to be created before their investment closes. Because the pool is created pre-money, it dilutes founders rather than the new investor. Example: $8M pre-money with 10% pool top-up means you effectively only get credit for $7.2M of pre-money from the investor's perspective. Founders can push back by showing a detailed hiring plan that justifies a smaller pool.
- How do I build a cap table?
- Start with total authorised shares (typically 10 million for a Delaware C-corp). Allocate founder shares based on equity split, reserve shares for the option pool, and issue new shares for each funding round. Each new share issuance dilutes all existing holders proportionally. Maintain one authorised source of truth - usually a dedicated cap table tool like Carta or Pulley for funded companies. Use this calculator to model scenarios before committing to term sheet terms.
- What happens to the cap table when you raise a new round?
- New shares are issued to the investor, diluting all existing shareholders by the percentage the investor receives. If an investor receives 20% of the post-money company, all existing shareholders are diluted by 20%. Additionally, any option pool top-up required by the investor is created before the round closes, adding further dilution. Investors with pro-rata rights can invest in follow-on rounds to maintain their ownership percentage.
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