# Cap Table Model Example Build a cap table model to track ownership, dilution, option pool changes, and investor economics across financing rounds. - Canonical: https://finamodel.com/examples/cap-table-model - Excel download: https://finamodel.com/templates/cap-table.xlsx - Category: Corporate Finance - Model type: Valuation - Difficulty: Beginner - Audiences: Founders & operators, Fund managers, Founders, Finance teams, Investors, Cap table administrators - Tags: equity, shareholder, options, dilution, financing ## Overview A cap table management model tracks all shareholders (common and preferred), options (vested, unvested, strike price), warrants, and grants with their vesting schedules, then models pro-forma cap tables for planned fundraising rounds to show how each holder's ownership percentage and option pool size will be diluted or replenished. The model answers how much new capital is required to achieve a given target ownership for founders and employees, and what the post-round cap table looks like across multiple fundraising scenarios. The model maintains a shareholder registry: founders and seed investors with share counts and purchase prices, employee options with strike prices and four-year vesting schedules (typically 1-year cliff, then monthly vesting), advisor warrants, and convertible instruments. For each new funding round, the model calculates: (1) the number of new shares issued at the negotiated post-money valuation, (2) whether the option pool is refreshed and by how much, (3) the ownership percentage before and after for each holder, (4) the fully-diluted share count including all options and warrants, and (5) the impact on founder and early-employee ownership. Multiple scenarios can be modelled (e.g. Series A at $10M valuation vs. $20M valuation) to show sensitivity of ownership to pricing outcomes. Startup founders, investors, and company counsel use cap table models during fundraising to confirm that the dilution to founder ownership is acceptable, that refreshing the option pool leaves sufficient equity to recruit and retain talent, and to stress-test ownership and voting control through multiple rounds. ## What's included - Ownership tracking by shareholder and share class - Funding round dilution logic and post-money outcomes - Option pool scenario analysis - Stakeholder ownership visibility across rounds - Shareholder list with share counts and ownership percentages - Employee option pool with strike prices and vesting schedules - Advisor and warrant grants with vesting and exercise terms - Historical financing rounds with post-money valuations and price per share - Pro-forma cap table for planned fundraising scenarios - Dilution waterfall showing ownership impact of each new round ## Cap Table Model: How Ownership, Dilution, and Exit Waterfalls Are Calculated A cap table model tracks who owns what across financing rounds and how proceeds are split at exit. This template covers SAFEs, four priced rounds, an ESOP pool, anti-dilution, and six exit scenarios, with outputs for dilution, MOIC, and IRR. The public download is a values-only preview; the underlying model shows the calculation flow. ### Operating Drivers Behind the Cap Table The cap table is driven by inputs such as founder shares, ESOP issued and available, SAFE investments with caps and discounts, and four priced rounds: Seed, Series A, B, and C. Each priced round includes pre-money valuation, investment amount, liquidation preference, ESOP expansion, preference type, cap multiple, anti-dilution selector, and pro-rata flag. - Six exit dollar values and an exit date define exit scenarios. These inputs feed ownership stages and downstream calculations. - The foundation matters because ownership percentages and share counts depend on how initial equity is split and how each financing event adds shares and preferences. ### Calculation Flow from Investment to Ownership New shares in a priced round are derived from investment and pre-money valuation, producing a price per share that ties to the investment. SAFEs convert at the Seed round using the lower of a cap price or discounted Seed price; a post-money toggle switches the cap treatment. - Anti-dilution ratios apply to later rounds based on each holding round's selector, cascading multiplicatively. The Cap_Table layout shows five stages—Founding, Post-Seed, Post-A, Post-B, Post-C—each with shares and ownership columns for founders, ESOP, SAFEs, and investors. - Conversion ratios and a founder vesting memo appear below the main metrics. ### Exit Waterfall and Distribution Logic The waterfall allocates exit proceeds across six scenarios. Preferred classes are processed by seniority, from Series C down to Seed, with each class deciding whether to take its preference or convert to common. - The decision compares as-converted pro-rata value against preference amount. Non-converting classes receive preference payments from remaining proceeds; converting classes share the residual based on converted shares. - Common holders—founders, ESOP, and SAFEs—receive the residual in proportion to the residual share base. Participating preferred combines preference and residual participation, while capped participation limits total payout to a multiple of investment. Total distributions always equal the exit value. ### Outputs and Practical Use in Dilution Analysis The model reports ownership and dilution at each stage, per-class conversion ratios, investor distributions, MOIC, IRR, and ownership at exit. The Conversion_Analysis tab shows whether each preferred class converts at each exit scenario and identifies an indifference exit value. - The Returns tab provides MOIC and IRR for all six scenarios side by side. Checks validate ownership totals, share math, waterfall budget, SAFE conversion, and MOIC sanity. - This allows founders and investors to examine how different exit outcomes affect each shareholder class and to test the impact of financing terms on ultimate proceeds. ## Built for fundraising planning Use this model to understand how a new round affects founders, employees, and investors before you finalise terms. ## Useful when dilution matters A cap table model is most valuable when ownership outcomes are not obvious and small changes in round structure can materially affect the result. ## Cleaner than a static cap table sheet Instead of relying on a flat spreadsheet, start from a structure that is meant to show ownership changes clearly over time. ## Built for fundraising planning Use this model to understand how a new round affects founders, employees, and investors before you finalise terms. ## Useful when dilution matters A cap table model is most valuable when ownership outcomes are not obvious and small changes in round structure can materially affect the result. ## Cleaner than a static cap table sheet Instead of relying on a flat spreadsheet, start from a structure that is meant to show ownership changes clearly over time. ## Workbook structure ### Current Ownership This sheet captures the cap table as it exists today before any new financing or option pool changes. - Ownership by shareholder and share class - Current fully diluted share count - Baseline ownership before new rounds - Clear starting point for dilution analysis ### Round Assumptions The round assumptions sheet sets valuation, new money, option pool changes, and any terms that drive dilution outcomes. - Pre-money or post-money valuation inputs - New investment amount and security assumptions - Option pool top-up assumptions - Round structure that drives dilution ### Dilution Mechanics This sheet shows how new shares are issued and how ownership shifts across founders, employees, and investors. - New share issuance logic - Post-money share count changes - Dilution impact by stakeholder group - Visibility into before-and-after ownership ### Scenario Outputs The outputs sheet summarises ownership outcomes under different financing cases so you can compare alternatives. - Ownership outcome by scenario - Founder and investor stake comparison - Option pool impact across cases - Decision-ready post-round view ### Current Ownership This sheet captures the cap table as it exists today before any new financing or option pool changes. - Ownership by shareholder and share class - Current fully diluted share count - Baseline ownership before new rounds - Clear starting point for dilution analysis ### Round Assumptions The round assumptions sheet sets valuation, new money, option pool changes, and any terms that drive dilution outcomes. - Pre-money or post-money valuation inputs - New investment amount and security assumptions - Option pool top-up assumptions - Round structure that drives dilution ### Dilution Mechanics This sheet shows how new shares are issued and how ownership shifts across founders, employees, and investors. - New share issuance logic - Post-money share count changes - Dilution impact by stakeholder group - Visibility into before-and-after ownership ### Scenario Outputs The outputs sheet summarises ownership outcomes under different financing cases so you can compare alternatives. - Ownership outcome by scenario - Founder and investor stake comparison - Option pool impact across cases - Decision-ready post-round view ## Features - **Multi-round scenario planning:** Model proposed fundraising rounds and see resulting ownership percentages for each shareholder. - **Vesting and unvested tracking:** Track vesting schedules and calculate fully diluted share count including unvested options. - **Dilution waterfall:** See exactly how each new round affects existing shareholders' percentage ownership. ## Use cases - **Investor presentations and due diligence:** Provide a clean, auditable cap table showing all shareholders, options, and historical rounds. - **Financing planning:** Model Series A, B, and C scenarios to understand dilution and post-round ownership. - **Employee option grants:** Determine appropriate option grant sizes and strike prices based on current fully diluted capitalization. ## Frequently asked questions ### What is a cap table model? It is a model that tracks ownership, dilution, and share classes across financing rounds and other equity events. ### Who uses cap table models? Founders, investors, and finance teams use them to understand ownership and future dilution. ### What should a cap table model include? It should include current ownership, financing-round assumptions, dilution logic, option pools, and post-money ownership outcomes. ### Why is dilution modelling important? Because a financing round can materially change founder, employee, and investor ownership, so the cap table needs to show those outcomes clearly. ### Can I use this before a fundraising round? Yes. It is useful for planning potential dilution before term sheet discussions or closing a round. ## Related templates - [Bridge Round Financing Model](https://finamodel.com/templates/bridge-round-financing-model) - [Venture Capital Fund Model](https://finamodel.com/templates/venture-capital-model) - [Pre-Seed Startup Financial Projection Model](https://finamodel.com/templates/pre-seed-pitch-model)