Cap Table Calculator
Model startup ownership, dilution, SAFEs and exit payouts.
Frequently Asked Questions
What does the cap table calculator do?
It builds a fully diluted capitalization table round by round. Enter founders and an option pool, add SAFE, convertible note and priced rounds, and it shows each holder's shares and ownership after every round, a dilution chart, and how an exit would be paid out.
How does a SAFE convert in a priced round?
A SAFE converts into the round's preferred stock at the lower of its cap price (valuation cap divided by the company capitalization) and its discount price (the round price less the discount). Post-money SAFEs measure the cap after all SAFEs convert; pre-money SAFEs and notes measure it against shares outstanding before conversion.
What is the option pool shuffle?
When investors require the option pool to be enlarged and the new options counted in the pre-money valuation, existing holders absorb all of the pool dilution while the new investors keep their full percentage. The calculator lets you toggle this per round to compare it with a pool increase that dilutes everyone.
Pre-money vs post-money valuation: what is the difference?
Pre-money valuation is what the company is worth before the new investment; post-money is pre-money plus the new money. A new investor's ownership equals their investment divided by the post-money valuation.
How are liquidation preferences handled at exit?
The exit waterfall pays each preferred series its preference (investment times the multiple) by seniority, then shares the rest per share. Non-participating series convert to common when that pays more; participating series take their preference and also share in the remainder.
Is my cap table data private?
Yes. The calculator runs entirely in your browser and saves your scenario only to this browser's local storage. Nothing is uploaded, and you can export the table as CSV.