AI Cap Table Generator

A capitalization table (cap table) is a spreadsheet that shows the equity ownership breakdown of a company. It lists all shareholders — founders, investors, employees with options — along with their share counts, ownership percentages, and the value of their stakes. Cap tables are essential for fundraising, equity grants, M&A transactions, and understanding how each funding event affects ownership distribution.

Dilution occurs when new shares are issued (typically during fundraising), reducing existing shareholders' ownership percentages. If founders own 100% of 1M shares and issue 250K new shares to investors, founder ownership drops to 80%. However, their shares are typically worth more because the company received capital and increased in value. The key metric is whether the value of your smaller percentage exceeds your previous larger percentage.

Fully diluted ownership counts all shares that could exist — outstanding shares plus all options, warrants, and convertible instruments as if they were exercised or converted. This is the true picture of ownership that investors use. If founders hold 6M shares, investors hold 2M, and the option pool has 2M shares, the fully diluted count is 10M shares and founders own 60% on a fully diluted basis.

Typical option pools range from 10-20% of fully diluted shares at founding, often expanding at each fundraising round. Investors usually require a pool large enough to cover 18-24 months of hiring. The pool typically comes from pre-money ownership, effectively diluting founders more. Negotiate pool size based on your actual hiring plan rather than accepting a default percentage that may be larger than necessary.

Formalize your cap table from day one — even if it is just the founders. Document every equity transaction: founder shares, advisor grants, employee options, investor rounds, and convertible instruments. A messy cap table creates problems during fundraising and due diligence. Our generator helps you build a clean, organized cap table, but for legal purposes, use dedicated cap table management software like Carta or Pulley.