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Cap Table (Capitalization Table)

A cap table is a spreadsheet or document that shows the equity ownership structure of a company, including all shareholders, their ownership percentages, and the types of securities they hold.

What Is a Cap Table?

A capitalization table (cap table) details who owns what in a company. It lists every shareholder, their share class, number of shares, ownership percentage, and any dilution from options or convertible instruments.

What a Cap Table Includes

  • Founders: Common stock holdings
  • Investors: Preferred stock by round (Seed, Series A, B, etc.)
  • Employee stock options: Granted, vested, and exercised
  • Convertible notes/SAFEs: Outstanding instruments that convert to equity
  • Warrants: Rights to purchase shares at a set price
  • Why Cap Tables Matter

    1. Fundraising: Investors review the cap table before investing

    2. Equity compensation: Determines how much of the option pool is allocated

    3. Exit scenarios: Models who gets paid what in an acquisition or IPO

    4. Tax planning: Equity structure affects tax treatment for founders and employees

    5. Governance: Voting rights and board seats depend on ownership

    Simple Cap Table Example

    ShareholderSharesType% Ownership
    Founder A4,000,000Common40%
    Founder B3,000,000Common30%
    Seed Investor2,000,000Preferred20%
    Option Pool1,000,000Reserved10%
    Total10,000,000100%

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