Fundraising

Cap Table

A capitalization table (cap table) is the record of who owns what in a company: founders, investors, and employees, with their shares, options, and ownership percentages.

Also known as: cap table, capitalization table

Founders — 70%Investors — 20%Option pool — 10%
A cap table records who owns what. A clean one is core founder hygiene.

Why it matters

The cap table is the map of ownership and control, and it gets more complicated and more consequential with every round, option grant, and SAFE. A messy or founder-unfriendly cap table can scare off future investors and shrink your eventual payout. Keeping it clean and understanding how each decision changes it is core founder hygiene, not just a finance chore.

Worked example

After a seed round, a simple cap table might read: founders 70 percent, seed investors 20 percent, employee option pool 10 percent, summing to 100 percent fully diluted.

Common mistakes

  • Letting the cap table drift out of date until a financing forces a painful cleanup.
  • Giving away too much too early, leaving little for later rounds and the team.
  • Ignoring the fully diluted view, which includes options and convertible instruments.

Frequently asked questions

What is a cap table?

A capitalization table is the record of who owns what in a company: founders, investors, and employees, with their shares, options, and percentages. It is the map of ownership and control.

What should a cap table include?

All shareholders, share classes, option grants, the option pool, and any convertible instruments like SAFEs and notes, plus fully diluted ownership percentages. It should reflect everything that affects ownership.

What is a clean cap table?

One that is simple, accurate, and up to date, without messy or unusual ownership structures that scare investors. Too many tiny holders or unclear terms make future rounds harder. Cleanliness signals discipline.

What does fully diluted mean on a cap table?

It shows ownership as if all options, warrants, and convertible instruments had converted into shares. It is the conservative, true view of who owns what. Founders should always look at the fully diluted picture.

How often should you update a cap table?

Every time ownership changes: a raise, an option grant, a SAFE, or a transfer. Letting it drift leads to painful, error-prone cleanups during a financing. Keep it current.

Why does a cap table matter to investors?

It shows whether founders still own enough to stay motivated, and whether past deals created problems. A broken cap table can kill a round. Investors want founders to retain meaningful ownership.

Related terms

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Last updated 2026-06-02 · Back to the glossary