Tools · Cap table calculator
Build a cap table that survives diligence
Add holders by share class and see ownership on both an outstanding and a fully diluted basis, with a CSV you can hand to a lawyer. Runs entirely in your browser — we do not log your inputs.
Holders
Granted options go on their own line. The unallocated pool is what is reserved under the plan but not yet granted to anyone.
SAFEs are excluded from both ownership bases until they convert at a priced round.
Totals
- Outstanding shares
- 8,500,000
- Fully diluted shares
- 10,000,000
- Unconverted SAFEs
- $250,000
- Lines on the table
- 6
Issued common + preferred
+ options, warrants, pool
Not shares until a priced round
Holders and instruments
Ownership
| Holder | Class | Shares | % outstanding | % fully diluted |
|---|---|---|---|---|
| Founder 1 | Common | 4,000,000 | 47.06% | 40.00% |
| Founder 2 | Common | 3,000,000 | 35.29% | 30.00% |
| Seed investors (Series Seed) | Preferred | 1,500,000 | 17.65% | 15.00% |
| Employee options granted | Options (granted) | 600,000 | — | 6.00% |
| Unallocated option pool | Unallocated pool | 900,000 | — | 9.00% |
| Angel SAFE | SAFE (unconverted) | $250,000 | — | — |
| Total | 10,000,000 | 100.00% | 100.00% |
An em dash means the line does not belong on that basis. Options, the pool, and warrants are not outstanding shares; SAFEs are on neither basis until they convert.
By share class
| Class | Shares | % outstanding | % fully diluted |
|---|---|---|---|
| Common | 7,000,000 | 82.35% | 70.00% |
| Preferred | 1,500,000 | 17.65% | 15.00% |
| Options (granted) | 600,000 | — | 6.00% |
| Unallocated pool | 900,000 | — | 9.00% |
| SAFE (unconverted) | $250,000 | — | — |
SAFEs, if they converted today
Illustrative only. Each SAFE is priced at its cap against the current fully diluted count — the pre-money SAFE convention, and it ignores the other SAFEs converting alongside it. For the real answer, including post-money SAFEs and the priced round itself, use the SAFE conversion calculator.
| SAFE | Invested | Cap | Shares at cap |
|---|---|---|---|
| Angel SAFE | $250,000 | $12,000,000 | 208,333 |
How this is calculated
- Total the outstanding basis
outstanding = common + preferredOnly issued stock. A granted-but-unexercised option is a promise, not a share. - Total the fully diluted basis
fully diluted = outstanding + granted options + warrants + unallocated poolEverything that could become a share under instruments already issued. - Divide each line by the relevant total
% outstanding = line shares ÷ outstanding · % fully diluted = line shares ÷ fully diluted - Leave SAFEs off both totals
SAFE = dollars, not shares, until a priced roundCounting them twice — as dollars and as shares — is the most common cap table error.
The CSV export carries both bases as plain numbers so it drops straight into a spreadsheet without cleaning up percent signs.
Your cap table never leaves this page. The CSV is generated in your browser from what you typed — nothing is uploaded, logged, or stored.
What this calculator does
A capitalization table is the record of who owns what. In its simplest form it is one line per holder per share class, plus the option pool and any convertible instruments. It starts as a spreadsheet, and for most companies that is fine for a while — the problems begin when the spreadsheet stops matching the signed documents, which is what diligence looks for.
The tool above is seeded with a typical post-seed cap table: two founders on common stock, a seed investor on preferred, employee options already granted, the unallocated remainder of the pool, and one unconverted SAFE. Edit any line, add rows, or start over. The CSV export gives you the same table with both ownership bases as plain numbers.
Outstanding versus fully diluted
These are two different questions and both answers are correct. Outstanding counts shares that actually exist on the stock ledger: issued common and issued preferred. It is the number that matters for a shareholder vote. Fully diluted adds everything that could become a share under instruments already issued — granted options, warrants, and the unallocated option pool. It is the number investors price against, because it is the denominator they will eventually be diluted by.
The gap between them is usually 10–20% of the company, and it is entirely predictable which basis a party will quote. A founder describing their stake says “I own 47%” (outstanding). An investor modelling the same cap table says 40% (fully diluted). If a term sheet says a percentage without saying which basis, that is a question worth asking before signing.
The one thing people get wrong: counting SAFEs twice
A SAFE is not stock. It is a contractual right to receive stock at a future priced round, and until that round happens there is no share count to put on the table. So it belongs below the line: recorded as dollars raised, with its cap and discount, and excluded from both ownership bases. This calculator keeps it there.
The error is to convert every SAFE at its cap, add those shares into the fully diluted total, and then also keep showing the SAFE as an outstanding instrument. The company appears to have issued the same economics twice. The related error is converting SAFEs at their caps independently, which quietly assumes each SAFE is the only one — post-money SAFEs in particular are defined against the capitalisation after all of them convert.
When a priced round is actually on the table, model the conversion properly in the SAFE conversion calculator, then bring the resulting share counts back here. For the wider explanation of what belongs on a cap table and what breaks when it drifts, read the cap table guide. Nothing on this page is legal, tax, or accounting advice.