Use this tool to model a startup financing round, estimate dilution, and visualize ownership before and after new investment.
1) Current Shareholders
2) Financing Assumptions
If the target is above your current pool, the calculator adds a pre-money pool top-up.
What is a capitalization table?
A capitalization table (or cap table) is a structured view of who owns how much of a company. It usually includes founders, employees, angel investors, venture funds, and any unallocated option pool. A good cap table helps you understand dilution, plan hiring, and negotiate financing terms more confidently.
In practical terms, cap tables answer questions like:
- How much of the company do founders own today?
- What percentage will new investors own after this round?
- How much does the option pool need to increase for future hires?
- What happens to ownership after each financing event?
How this capitalization table calculator works
Inputs you provide
- Current shareholders and shares: Existing ownership before the round.
- Pre-money valuation: Company value before the new investment.
- New investment: Cash coming into the business in this round.
- Existing option pool shares: Current unallocated equity reserved for employees.
- Target option pool %: Desired pool size after financing (fully diluted).
Core outputs
- Price per share used for the round
- New shares issued to investors
- Additional pool top-up shares (if needed)
- Post-money ownership percentages for each stakeholder
Why founders care about dilution
Dilution is not automatically bad. If new capital helps the company grow much faster, everyone can still come out ahead even with smaller percentages. The key is understanding the tradeoffs: valuation, amount raised, and employee equity planning.
This is why serious teams model multiple scenarios before signing a term sheet. A simple cap table model can uncover whether to raise more now, raise less, or negotiate pre-money value differently.
A practical framework for financing decisions
1. Start with hiring plans
If you expect to hire key leaders, your option pool may need to grow. Investors often require that expansion pre-money, which increases founder dilution.
2. Test multiple valuation scenarios
Try a conservative case and an optimistic case. Small changes in pre-money valuation can make a meaningful difference in ownership outcomes.
3. Measure strategic runway
Do not optimize only for ownership percentage. Optimize for enough runway to hit milestones that support your next round on better terms.
Common cap table mistakes to avoid
- Ignoring option pool top-ups during negotiation
- Tracking ownership in disconnected spreadsheets
- Forgetting to model future rounds and cumulative dilution
- Confusing pre-money and post-money terms
- Not reconciling legal docs with your internal model
Final note
This calculator is a planning tool and not legal, tax, or investment advice. For real transactions, always confirm assumptions with your counsel, accountant, and financing partners. Still, a clear model gives you leverage: you can negotiate from understanding rather than guesswork.