Cap Table Template
Professional capitalization table to track equity ownership, manage dilution, and model funding scenarios. Essential for every startup founder.
Capitalization Table Example
Here's a sample capitalization table for a typical two-founder startup right after closing a $2M seed round at an $8M pre-money valuation. This is exactly the structure you'll fill in when you download the template.
| Shareholder | Share Class | Shares | Ownership | Notes |
|---|---|---|---|---|
| Founder A (CEO) | Common | 3,600,000 | 36.0% | 4-year vesting, 1-year cliff |
| Founder B (CTO) | Common | 2,400,000 | 24.0% | 4-year vesting, 1-year cliff |
| Employee Option Pool | Options | 1,500,000 | 15.0% | Reserved pre-money at investor request |
| Seed Investors | Series Seed Preferred | 2,000,000 | 20.0% | $2M at $8M pre-money, 1x non-participating |
| Angel (converted SAFE) | Series Seed Preferred | 500,000 | 5.0% | $250K SAFE, $5M valuation cap |
| Total | 10,000,000 | 100.0% |
Three things to notice in this sample: the founders together kept 60% after the seed round, the option pool was carved out of the pre-money (diluting founders, not investors — the most commonly negotiated point), and the SAFE converted at its valuation cap rather than the round price. The template calculates all of this automatically as you add rounds.
Everything You Need to Manage Equity
Ownership Tracking
Track all shareholders and their ownership percentages
- +Founders equity
- +Employee stock options
- +Investor holdings
- +Advisor shares
- +Ownership percentages
Vesting Schedules
Manage vesting for employees and founders
- +4-year vesting with cliff
- +Custom vesting schedules
- +Acceleration triggers
- +Vested vs unvested tracking
- +Termination scenarios
Funding Rounds
Model dilution through multiple rounds
- +Pre-money valuation
- +Investment amounts
- +Share price calculation
- +Dilution impact
- +Pro-forma ownership
Option Pool
Plan and manage employee equity
- +Option pool sizing
- +Grant tracking
- +Exercise price
- +Available options
- +Dilution planning
Exit Scenarios
Calculate returns at different exit values
- +Liquidation preferences
- +Participation rights
- +Distribution waterfall
- +Return multiples
- +Proceeds calculator
Legal Compliance
409A and tax considerations
- +409A valuation tracking
- +Strike price history
- +Tax implications
- +ISO vs NSO tracking
- +Fair market value
Typical Funding Scenarios
| Round | Typical Raise | Dilution | Pre-Money Val |
|---|---|---|---|
| Pre-Seed | $250K-$1M | 5-10% | $3-5M |
| Seed | $1-3M | 10-25% | $5-15M |
| Series A | $5-15M | 15-30% | $20-50M |
| Series B | $15-50M | 10-20% | $50-200M |
*Ranges vary significantly based on industry, traction, and market conditions
Common Cap Table Mistakes to Avoid
Not updating after each grant
Impact: Inaccurate ownership records
Solution: Update cap table immediately after board approval
Forgetting about dilution
Impact: Surprised founders at funding
Solution: Model scenarios before raising
Complex share structures
Impact: Investor confusion and delays
Solution: Keep it simple in early stages
No vesting for founders
Impact: Investor red flag
Solution: Implement 4-year vesting with 1-year cliff
Option pool too small
Impact: Can't hire key talent
Solution: Plan for 10-20% option pool
Not tracking 409A valuations
Impact: Tax compliance issues
Solution: Get 409A valuations annually
How to Use This Template
Initial Setup
Enter founders, initial shares, and vesting terms
Add Stakeholders
Input employees, advisors, and early investors
Model Rounds
Simulate funding rounds and see dilution impact
Track Changes
Update after each grant or investment
Best Practices
- +Keep cap table updated in real-time
- +Use standard 4-year vesting with 1-year cliff
- +Get board approval for all equity grants
- +Track 409A valuations and FMV
- +Model dilution before fundraising
- +Keep option pool at 10-20%
Pro Tips
- +Consider using cap table software after Series A
- +Include double-trigger acceleration for founders
- +Reserve equity for key hires early
- +Understand liquidation preferences
- +Plan for employee departures
- +Keep legal docs organized
Download Your Cap Table Template
Get the Excel template that thousands of startups use to manage their equity. Includes formulas, vesting schedules, and scenario modeling.
Free forever · Excel & Google Sheets compatible · Used by 5,000+ startups