Business · Startup equity
Cap table calculator.
Who owns what after each round? Enter founder shares and up to three rounds (raise and pre-money). Everything runs in your browser.
Two founders with 4,000,000 shares each and a 1,000,000-share option pool start at 44.44% each. A $500,000 raise at a $4,500,000 pre-money sells 10% and leaves each founder with 40.00%. A $3,000,000 raise at a $12,000,000 pre-money with the pool topped up to 10% of the new total leaves each founder with 31.11%, and the pool at 10.00%.
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How the table is built
A capitalization table is a ledger of who owns what, and how that changes in each round of investment (Wikipedia). This calculator starts from the shares you enter and adds one new line of investor shares per round. For a round that raises R at a pre-money valuation V, the investors own R / (V + R) of the company after the round, and everyone else is diluted by that same factor. The price per share is the post-money valuation divided by the total shares after the round.
If you set a pool target, the calculator adds new option pool shares before the round so the whole pool equals that percent of the post-round total. The new pool shares sit inside the pre-money, so the existing holders bear that dilution, not the new investors. This is the usual option pool shuffle, covered in more detail in the option pool shuffle calculator.
Worked example
Start: 4,000,000 + 4,000,000 founder shares and a 1,000,000-share pool, 9,000,000 in all (44.44% each founder, 11.11% pool). Round 1 raises $500,000 at $4,500,000 pre-money: investors own 500,000 / 5,000,000 = 10%, so 1,000,000 new shares at $0.50 and each founder is 40.00%. Round 2 raises $3,000,000 at $12,000,000 pre-money with a 10% pool target. Investors own 3,000,000 / 15,000,000 = 20%. The pool must reach 10% of the new total, so 285,714 pool shares are added, the total is 12,857,143 shares and the price is $1.17 per share. Result: each founder 31.11%, Round 1 investors 7.78%, Round 2 investors 20.00%, pool 10.00%.
Limits
This is a simplified model of priced equity rounds. It does not handle SAFEs or convertible notes (use the SAFE and note calculators for those), share classes, liquidation preferences, anti-dilution terms, secondary sales or option exercises. Fully diluted counts include outstanding options and, depending on context, the unallocated pool (Cooley GO, Fully Diluted Shares); here the pool is one line. Actual ownership is set by the signed documents and your lawyer's cap table.
Sources, opened 8 October 2026: Wikipedia, Capitalization table (a cap table analyses ownership percentages, dilution and value of equity in each round); Cooley GO glossary, Cap Table (cap table as "who owns what"); Cooley GO glossary, Pre-Money Valuation (pre-money plus the amount invested equals post-money, with limited exceptions).
Frequently asked questions
How do I calculate dilution in a funding round?
Divide the amount raised by the post-money valuation (pre-money plus the raise). That is the share of the company the new investors own, and every existing holder is diluted by it. Raising $500,000 at a $4,500,000 pre-money sells 10%, so a holder with 44.44% ends at 40.00%.
What is a cap table?
A cap table is a ledger of who owns what in a company and how ownership changes as investment rounds close. In its simplest form it lists each holder, their shares and their percentage.
What does the option pool target do?
It tops the reserved pool up to a chosen percent of the post-round share count. The new pool shares are created before the investors buy, so they dilute existing holders and not the new investors.
Does this model SAFEs or convertible notes?
No. It models priced rounds only. Convert a SAFE or a note first with the SAFE or convertible note calculators, then enter the resulting shares as a holder.
Is the price per share exact?
It is the post-money valuation divided by total shares after the round, with the pool top-up included in the pre-money. Real term sheets can define the share count differently, so confirm with your lawyer.
Educational only. Not legal, tax or investment advice.
Planning and learning aid only. Real terms depend on the signed documents and your jurisdiction. Tax treatment (409A valuations, 83(b) elections, ISOs and similar) is left to a qualified professional. Amounts are in any one currency; the symbol is only a label.