Cap Table Summary Builder

Document your company cap table with founder, investor, and option pool shares

Builds a formatted cap table summary with share classes, holder names, shares held, and live-calculated ownership percentages, plus a fully-diluted total and an optional post-money valuation column. It runs free in your browser on Gera Tools, with nothing uploaded.

Last updated Source: Gera Tools

What is a fully-diluted cap table?

Fully diluted means every share that could exist is counted — common, preferred, and the option pool — not just issued common stock. This builder sums all rows so each percentage reflects the fully-diluted total.

A clean cap table summary without a spreadsheet

Whether you are preparing for a raise or just want a snapshot of who owns what, a tidy cap table is essential. This builder lets you list every holder and share class and instantly computes fully-diluted ownership percentages, with an optional valuation column to show what each stake is worth.

How it works

Each row records a holder, a share class (common, preferred, SAFE, or option pool), and a share count. The tool sums every row to get the fully-diluted total, then computes each holder’s ownership as their shares divided by that total, times 100. If you supply a post-money valuation, it multiplies each ownership percentage by the valuation to estimate the value of every stake. Percentages are rounded to two decimals and always sum to 100, so the summary is internally consistent no matter how many rows you add.

What a cap table tells investors

Investors read a cap table to understand four things at a glance: who founded the company and how much skin they still have in the game, who else has invested and at what apparent dilution, how large the option pool is (and therefore how much future hiring dilution is pre-baked in), and whether any single party holds a blocking position on major decisions.

A cap table that shows founders holding 70%+ going into a seed round signals confidence and alignment. A cap table where founders are already below 50% raises questions about prior rounds, advisor over-allocation, or early decisions that concentrated equity outside the team.

Pre-money vs post-money dilution

Adding a new investor row changes everyone else’s ownership percentage. For example, with 1,000,000 fully-diluted shares split between two founders, each holds 50%. A seed investor purchasing 250,000 new shares creates 1,250,000 fully diluted shares — each founder now holds 40% and the investor holds 20%. The builder recalculates all percentages instantly as you add rows, so you can model dilution scenarios before agreeing to a term sheet.

A note on share classes

Different share classes carry different rights. Common shares are typically held by founders and employees; they receive value last in a liquidation or exit. Preferred shares are typically held by investors and carry liquidation preferences, anti-dilution protections, and sometimes board seats. SAFEs (Simple Agreements for Future Equity) are pre-equity instruments that convert to preferred shares at a later priced round. The cap table builder treats each class as a label only; it does not model liquidation waterfalls or preference stacks, which require a proper capitalization model for precision.

Tips for building a clean summary

  • Model the option pool as its own row so dilution looks realistic to investors.
  • For a typical seed split you might enter Founder A and Founder B as common, a Seed Investor as preferred, and an Option Pool row.
  • The valuation column is an estimate — it ignores liquidation preferences, so use it for rough intuition, not legal numbers.
  • Keep share-class names consistent so the summary reads cleanly when you paste it into a deck.
  • Distinguish issued common from reserved common (options granted vs options available in the pool).