What Is a Cap Table?
A cap table is a record of who owns what in a company: every shareholder, option holder and convertible holder, with their share counts and percentages.
How it works
A cap table (short for capitalization table) lists each owner and how much of the company they hold. Typical rows include founders, investors, employees with stock options, and an unallocated option pool. Columns usually show the number of shares and the percentage of ownership, often both "as issued" and "fully diluted," meaning as if all options and convertible instruments had been turned into shares.
It changes with every event: a new hire's option grant, a funding round, or a conversion of a SAFE or note. Many founders start in a spreadsheet and move to cap table software as the company grows.
Example
For example, two founders each hold 4,000,000 shares and the company sets aside 2,000,000 shares as an option pool, for 10,000,000 fully diluted shares. Each founder owns 40 percent and the pool is 20 percent. If an investor then buys 2,500,000 new shares, the total becomes 12,500,000. Each founder now holds 32 percent, the pool 16 percent and the investor 20 percent.
Why founders care
Investors read your cap table in due diligence. A messy one, with unclear promises or missing paperwork, can slow or stall a round. A clean cap table also lets you model dilution before you agree to a deal and see what you would actually keep.
Common mistakes
- Handshake equity promises that never made it into signed documents.
- Forgetting to count SAFEs and notes that will convert later.
- Not updating the table after each grant or round.
- Ignoring vesting terms attached to founder or employee shares.
Frequently asked questions
What is on a cap table?
Each holder's name, class of security, number of shares or options, price paid or exercise price, vesting details and ownership percentage. Many also show the option pool and any convertible SAFEs or notes.
Who should maintain the cap table?
Usually a founder or finance lead, often with a lawyer reviewing it at funding rounds. Ownership is a legal matter, so confirm the official record with your attorney.
Related terms
Go deeper
- How to Split Equity Between Co-Founders (and Vesting) GuideHow to split equity between co-founders: factors to weigh, equal vs unequal splits, 4-year vesting with a 1-year cliff, and a worked example with round numbers.
- Startup Funding Stages: Pre-Seed to Series C Explained GuideStartup funding stages explained in plain English: pre-seed, seed and Series A, B and C, what each round is for, what investors expect and how rounds are sized.
All 70 startup terms · More terms starting with C · Guides
General information, not legal, tax or financial advice. Reviewed 11 November 2026.