Founders usually meet the cap table when an investor asks for it, but it matters well before that. Each share grant, option and SAFE changes it, and a mistake found during a funding round can hold up the close. The sections below show what a cap table contains, a seed round worked through, and how to keep one accurate.
What is on a cap table?
A cap table shows, for each holder, the type of equity held, how many units and the percentage of ownership. Most cap tables show ownership two ways: on issued shares only, and fully diluted, which also counts options and any instruments that will turn into shares later.
| Column | What it records |
|---|---|
| Holder | The person or fund that owns the equity |
| Class | Common shares, preferred shares, options, or convertible instruments such as SAFEs |
| Units held | Number of shares, or shares an option or instrument can become |
| Price paid | What the holder paid, which matters for tax and for later rounds |
| Ownership, fully diluted | Units held divided by every share that exists or could exist |
A stock option is a right to buy shares later at a fixed price. The option pool is the block of shares set aside for future grants to employees; the part not yet granted still counts in a fully diluted cap table.
What is a cap table for a startup used for?
A cap table for a startup answers three questions: who owns what today, how a new round will change that, and what each holder would receive if the company were sold. Founders use it to plan how much equity to give away, and investors ask for it before they commit money.
A startup's cap table changes more often than an older company's. Each hire with options, each SAFE (a simple agreement for future equity, which turns into shares at a later priced round) and each priced round adds rows or changes percentages, so the cap table needs updating the day each document is signed.
A cap table also shows dilution, the fall in each holder's percentage when new shares are issued. Dilution is normal: a smaller percentage of a company worth more can be worth more in money.
Worked example: a seed round
A startup has two founders with 3,700,000 shares each, options and an unallocated pool, 8,775,000 shares in total. It has a $600,000 SAFE with a $6,000,000 post-money valuation cap, then raises $2,000,000 at an $8,000,000 pre-money valuation, topping the pool up to 10.0%.
| Holder | Before | After |
|---|---|---|
| Founder A | 42.2% | 29.6% |
| Founder B | 42.2% | 29.6% |
| Options granted to employees | 4.3% | 3.0% |
| Unallocated option pool | 11.4% | 10.0% |
| SAFE investor (SAFE converts) | – | 7.8% |
| Seed investors | – | 20.0% |
| Total shares | 8,775,000 | 12,500,000 |
Each founder goes from 42.2% to 29.6%. The new investors pay $0.80 a share for 20.0% of the company, and the SAFE holder, who owned 10.0% at conversion, ends with 7.8% once the new shares are added. Excello's free cap table template works this through for your own numbers.
What is cap table management?
Cap table management is the ongoing work of keeping the cap table accurate as equity changes: recording new share issues, option grants, vesting, exercises, transfers and conversions, and matching every change to a signed document.
Record every signed document
Add each share issue, option grant or SAFE on the day it is signed, with its date and terms.
Done when: every row points to a document.Track vesting and exercises
Update option holders as their options vest, and move exercised options into shares.
Done when: vested and unvested options add up to each grant.Model each new round before signing
Run the round through a copy of the cap table to see the price per share, the pool top-up and every holder's new percentage.
Done when: founders and investors agree the same after-round table.Check it against the books and the lawyer's records
Compare money raised with the bank and accounting records, and share counts with the legal share register.
Done when: all three agree.
A spreadsheet works while the cap table is short. Cap table management software, such as Carta or Pulley, keeps grants, vesting and rounds in one place once equity changes hands often.
What is the difference between a cap table and a share register?
A share register, or stock ledger, is the formal record of the shares a company has issued and who holds them, kept because company law requires it. A cap table is a working model built on the register that adds options, the unallocated pool and instruments such as SAFEs that have not yet become shares.
The register answers who legally owns shares today. The cap table answers who would own what if every option and instrument turned into shares, which is the view founders and investors use to make decisions.
Common cap table mistakes
The most common cap table mistakes leave out future shares or let the table drift away from the signed documents.
- Showing issued shares only. Percentages look higher than they are. Show a fully diluted view as well.
- Leaving out SAFEs and notes. They convert at the next round and dilute everyone. Add them as future holders.
- Updating only before a round. Grants and exercises pile up unrecorded. Update on the day each document is signed.
- Percentages without share counts. Percentages alone cannot be checked. Keep the number of shares or options in every row.
- A table that disagrees with the documents. The signed documents decide ownership. Reconcile the cap table to them regularly.
Related reading
- Startup valuation calculator, pre-money and post-money valuation from a round's terms
- Startup financial model template, the plan investors test a valuation against
A cap table records who owns a company and how each round changes that. Excello keeps the books behind it current, recording the money each round brings in, as part of its outsourced bookkeeping service, closed within five business days as standard.
Source: Y Combinator, post-money SAFE documents (ownership equals the investment divided by the valuation cap), checked September 2026