Cap Table Template
A free Excel cap table template for early-stage startups. Track who owns what, follow founder vesting, log each funding round, and see how the next round will dilute everyone, with ownership percentages that recalculate as you edit.
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. The downloadable template groups holders by category; add one row per shareholder when you want this level of detail.
| 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, $4M post-money 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 worked math is below.
How the Seed Round Math Works
Every number in the sample table above comes from three inputs: the pre-money valuation, the pre-money fully diluted share count, and the terms of any SAFEs. Here is the arithmetic, step by step, so you can reproduce it for your own round.
- Count pre-money fully diluted shares. Founders hold 6,000,000 shares. Investors asked for a 15% option pool in the pre-money, so 1,500,000 options are reserved, and the SAFE's 500,000 conversion shares also count before the new money arrives. Total: 8,000,000 shares.
- Set the price per share. Pre-money valuation divided by pre-money shares: $8,000,000 ÷ 8,000,000 = $1.00.
- Issue new shares to the seed investors. $2,000,000 ÷ $1.00 = 2,000,000 Series Seed Preferred shares. Post-money there are 10,000,000 shares, so the seed investors own 20%: exactly $2M ÷ $10M post-money.
- Convert the SAFE at its cap. A post-money SAFE owns its investment divided by its cap just before the round: $250,000 ÷ $4,000,000 = 6.25% of the 8,000,000 pre-money shares, or 500,000 shares. That is an effective price of $0.50, half what the seed investors paid. The new money then dilutes the SAFE holder to 5%.
- Check who absorbed the dilution. Because the pool and the SAFE both sit in the pre-money, their dilution falls entirely on the founders, who drop from 100% to 60%. Had the pool been created after the round instead, the seed investors would have been diluted by it too, rather than the founders bearing it alone.
Step 5 is the “option pool shuffle,” and it is why founders should negotiate pool size using a hiring plan rather than accept a round number. A pool sized for the next 18 months of hires is easier to defend than a reflexive 20%.
How to Create a Cap Table in Excel
Whether you use this template or start from a blank sheet, a reliable cap table is built in the same order. Gather your incorporation documents, stock purchase agreements, option grants, and any SAFE or convertible note agreements before you start; the cap table should match them exactly.
1. List every holder and security
Create one row per shareholder: founders, employees with options, advisors, and investors. Record the security type (common stock, options, preferred stock, SAFE, convertible note), the number of shares or the investment amount, and the grant or purchase date.
2. Separate issued shares from reserved and convertible ones
Issued shares are owned today. The unallocated option pool is reserved but not issued. SAFEs and convertible notes are not shares until a priced round converts them. Keep them in separate sections so you can calculate both basic and fully diluted ownership.
3. Calculate ownership two ways
Basic ownership divides each holder’s issued shares by total issued shares. Fully diluted ownership divides by everything that could become shares: issued shares, all granted and ungranted options, warrants, and expected SAFE conversions. Investors negotiate on fully diluted numbers.
4. Track vesting
For founders and employees, record the vesting start date, cliff, and schedule. Vested and unvested shares matter when someone leaves, and investors will check that founders are on a standard schedule such as four years with a one-year cliff.
5. Model the next round before you raise
Add a pro forma section that takes pre-money valuation, investment amount, and any pool increase, then shows ownership after the round. Run it at two or three valuations so you know your walk-away point before term sheet negotiations start.
6. Update it after every equity event
Every board-approved grant, exercise, departure, transfer, and round changes the cap table. Update it the same week and keep dated copies; reconstructing a year of changes during due diligence is slow and expensive.
Everything You Need to Manage Equity
Cap Table
The main ownership ledger — edit share counts and every percentage recalculates
- +Founders, option pool, and investor rows
- +Ownership and fully diluted percentages
- +Add a row per shareholder as you grow
Summary
One-screen view of who owns what and what it is worth
- +Ownership by holder group
- +Implied value of each stake
- +Price per share from post-money valuation
Founder Vesting
Each founder’s total, vested, and unvested shares
- +4-year vesting with a 1-year cliff
- +Monthly vesting after the cliff
- +Per-founder ownership percentage
Funding Rounds
A log of every round you raise
- +Date and amount raised
- +Pre-money and post-money valuation
- +New shares issued per round
Dilution Scenarios
See how a future round changes everyone’s stake
- +Current vs. after-round ownership
- +Dilution per holder group
- +Editable scenario assumptions
Instructions
Built-in guide to using and customizing the workbook
- +Which cells to edit
- +Key terms explained
- +Maintenance best practices
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
- +Move to cap table software once you have a priced round and multiple share classes
- +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
Six linked worksheets: cap table, summary, founder vesting, funding rounds, dilution scenarios, and instructions. Ownership percentages recalculate as you edit.
Free forever · Excel & Google Sheets compatible · No email required
What Investors Check on Your Cap Table
During due diligence, an investor's lawyer will reconcile your cap table against your legal documents. These are the issues that most often slow a round down or change its terms:
- Founder ownership after the round. If founders would hold too little to stay motivated through later rounds, investors may push for a smaller raise or a founder refresh grant.
- Dead equity. Large stakes held by departed co-founders or inactive advisors reduce what is left for the people building the company.
- Unvested founders. Founders without a vesting schedule are a common request to fix before closing.
- Undocumented promises. Equity promised in emails or offer letters but never approved by the board has to be granted or resolved first.
- Stacked convertibles. Several SAFEs with different caps and discounts can convert into more dilution than founders expect. Model them together before you negotiate the priced round.
Cap Table FAQs
What is a cap table?
A capitalization table is a ledger of who owns a company: founders, employees, advisors, and investors, with the number and type of shares or rights each holds and the percentage of the company that represents. Startups use it to track ownership, plan option grants, and model how new funding rounds dilute existing holders.
What should be on a cap table?
At minimum: each holder’s name, security type (common, preferred, options, SAFEs, notes), number of shares or amount invested, ownership percentage on a basic and fully diluted basis, and vesting terms. Later-stage cap tables add share classes with their liquidation preferences, the option pool’s granted and available shares, and exercise prices.
How do I create a cap table in Excel?
List every holder in its own row with security type and share count, sum the shares, and divide each holding by the total to get ownership. Add a fully diluted column that includes the option pool and expected SAFE conversions, then a pro forma section for your next round. This template has that structure set up with the formulas in place.
What does fully diluted mean?
Fully diluted ownership counts every share that exists or could exist: issued stock, all options (granted and still in the pool), warrants, and convertible securities as if converted. It is always lower than basic ownership for founders, and it is the basis investors use to price a round.
How do SAFEs appear on a cap table?
Before a priced round, a SAFE is not equity, so many founders list it in a separate convertibles section with the amount, cap, and discount. At the next priced round it converts into preferred shares. With a post-money SAFE, the holder’s ownership just before the new money equals the investment divided by the post-money valuation cap.
Can an LLC have a cap table?
Yes. An LLC tracks membership units or percentage interests instead of shares, and may issue profits interests rather than stock options, but the cap table does the same job: recording who owns what and how new investment changes it. Most venture investors require conversion to a C corporation before a priced round.
When should a startup switch to cap table software?
A spreadsheet works well through pre-seed and often seed. Consider dedicated software once you have a priced round with multiple share classes, more than a couple of dozen option holders, or regular 409A valuations, because each additional security makes manual tracking more error-prone.
Does this template work in Google Sheets?
Yes. Upload the Excel file to Google Drive and open it with Google Sheets, or use File → Import in an existing sheet. The worksheets and formulas carry over.