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Cap Table Calculator

Build a startup cap table from founding to Series A and beyond. Enter the founders' shares and the option pool, then add post-money SAFEs and priced rounds in order. The calculator converts the SAFEs, tops up the pool, prices each round and shows everyone's fully diluted ownership after every round, with a chart and CSV export.

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Founders & common holders

Funding rounds (in order)

Amounts accept 500000, 500,000, 500k or 2.5M. SAFEs are post-money SAFEs and convert at the next priced round.

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How to use the Cap Table Calculator

  1. Add the founders and any other common holders with their share counts.
  2. Enter the option pool: granted plus unissued option shares at the start (leave blank for none).
  3. Add rounds in order. For a SAFE, enter the investment, post-money valuation cap and any discount. For a priced round, enter the investment, pre-money valuation and the option pool target as a percentage of the post-money.
  4. Reorder or remove rounds with the arrow and × buttons to compare scenarios.
  5. Read the ownership table and chart to see each holder's fully diluted stake after every round, and the round details for price per share and conversions.
  6. Download the CSV to keep the scenario or share it with co-founders and advisors.

The formulas behind each round

  • SAFE ownership (post-money cap): shares = investment ÷ cap × company capitalization before the round. The capitalization includes existing shares, the existing pool and all converting SAFEs.
  • SAFE with a discount: conversion price = the lower of cap ÷ capitalization and round price × (1 − discount).
  • Pool top-up: new pool shares = target % × post-money fully diluted shares − existing pool shares (never negative).
  • Price per share: pre-money valuation ÷ (existing shares + SAFE shares + pool top-up).
  • New investor shares: investment ÷ price per share. Post-money valuation = pre-money + investment.

Worked example

Two founders hold 8,000,000 shares and the pool has 1,000,000, so there are 9,000,000 fully diluted shares. Two SAFEs follow: $500k at a $6M cap (20% discount) and $250k at an $8M cap. Together they buy 0.5 ÷ 6 + 0.25 ÷ 8 = 11.46% of the capitalization before the seed round.

StepCalculationResult
SAFE shares0.1146 × 9.0M ÷ (1 − 0.1146)about 1.165M shares
Seed round: $2.5M at $10M pre, pool 10% postPost-money shares = 1.25 × pre-money shares; pool top-up = 10% of post − 1.0Mabout 309,000 new pool shares
Pre-money fully diluted shares9.0M + 1.165M + 0.309Mabout 10.47M
Seed price per share$10M ÷ 10.47Mabout $0.955
SAFE conversion price$6M cap ÷ 10.165M (cap beats the 20% discount price of $0.764)about $0.590
Seed investors$2.5M ÷ $0.95520% of the post-money

Cap table tips for founders

  • Model the SAFEs early. Several SAFEs at different caps stack up; a $1M raise across post-money SAFEs at a $10M cap already commits 10% of the company.
  • Negotiate the pool size, not just the valuation. A bigger pool in the pre-money lowers the effective price founders receive. Base the pool on a hiring plan for the next 12 to 18 months.
  • Compare scenarios. Use the arrows to reorder rounds or change one input at a time, and download a CSV of each version.
  • Keep the official record separate. Planning tools are for decisions; the legal cap table must match board approvals and signed documents.

Frequently asked questions

What is a fully diluted cap table?

A fully diluted cap table counts every share that exists or could exist: common and preferred shares, granted options and warrants, and the unissued option pool, plus SAFEs and notes as converted. Investors price rounds on a fully diluted basis, so it is the most realistic picture of who owns what.

How does a post-money SAFE convert?

A post-money SAFE buys a fixed percentage: investment ÷ post-money valuation cap, measured on the company's capitalization just before the priced round (including all SAFEs, but generally not the new option pool increase). A $500,000 SAFE with a $6 million cap converts into about 8.33% of that capitalization. If the SAFE has a discount, the investor gets whichever price is lower: the cap price or the round price minus the discount.

Why does the option pool top-up dilute only existing holders?

New investors usually ask for the pool to be enlarged to a target, such as 10% of the post-money, before they invest, so the new options are part of the pre-money valuation. That means the top-up dilutes founders and earlier holders but not the new investors. This is often called the option pool shuffle, and the calculator models it this way.

How is the price per share calculated in a priced round?

Price per share = pre-money valuation ÷ pre-money fully diluted shares, where the pre-money share count includes converted SAFEs and the pool top-up. New investor shares = investment ÷ price per share, and post-money valuation = pre-money + investment. Because SAFE shares, the top-up and the price depend on each other, the calculator solves them together.

How much dilution is normal per round?

Many startups sell roughly 15% to 25% of the company in each priced round, and option pools are commonly topped up to around 10% to 15% post-money. Two or three rounds can therefore take founders from 100% to well under half. Exact terms vary widely by market, sector and company.

What does this calculator not model?

It does not model pre-money SAFEs, convertible notes with interest, liquidation preferences, participating preferred, pro-rata rights or anti-dilution adjustments, and it treats every share as one unit of ownership. Use it for planning and conversations, and have your lawyer's cap table and the actual documents as the final word.

Is my cap table data private?

Yes. All calculations run in your browser, and your holders and rounds are saved only in this browser's local storage. Nothing is uploaded, and the CSV is created on your device.

Are all the tools on FreeToolCabin tested for quality and accuracy?

Yes! Every tool on our site undergoes automated Q/A testing in real browser environments to ensure high precision, correct output, and zero errors. If you happen to spot a bug or have a suggestion, please contact us at [email protected] and our team will review it right away.

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