Cap Table & Dilution Calculator

A capitalisation table records who owns shares in a company, how many shares each person holds, and what percentage of the company that represents. It changes every time shares are issued — at founding, at each funding round, and when employee options vest.

When new shares are created for investors, every existing shareholder's percentage ownership decreases proportionally. If you own 10% and 200 new shares are issued, your share count is unchanged but your percentage shrinks. The absolute number of shares stays the same; the denominator grows.

Pre-money valuation is what investors and founders agree the company is worth before new cash enters. The post-money valuation equals pre-money plus the investment amount. The investor's percentage stake equals investment divided by post-money valuation.

Typical dilution per round: pre-seed 10–20%, seed 15–25%, Series A 20–30%. Add a 10–15% ESOP before Series A. Total founder dilution from founding to Series A often reaches 40–55%.

An employee stock option pool reserves a percentage of the fully diluted share count for future employee equity grants. Investors typically require an ESOP top-up before their investment so the dilution falls on founders, not investors. A 10% ESOP created pre-round dilutes existing shareholders by roughly 11%.

Fully diluted ownership counts all shares that could exist if every option, warrant, convertible note, and SAFE were exercised or converted. Investors almost always quote ownership on a fully diluted basis because it reflects the true economic interest once all instruments vest or convert.

Most advisors recommend 10 million shares at incorporation, though 1 million or 100 million are also common. The absolute number matters less than the percentage split. Higher share counts give more granularity for future grants. Shares are typically issued at a very low par value (e.g. $0.0001) to minimise tax at founding.

When a SAFE or note converts at a priced round, the principal (plus accrued interest for notes) converts into equity at a price per share reflecting the discount or valuation cap. This creates additional shares and further dilutes existing shareholders. Model this as an additional investor row before the priced round closes.