The short answer
A cap table (capitalization table) is the record of every share, option, warrant, SAFE and convertible note in your company, and who holds each. Investors read it to see what they'd own after the round and whether anything messy is hiding in it.
- A cap table shows ownership today and fully diluted, including options and convertibles.
- Investors review it in diligence before they sign.
- Model every round before you close it, including SAFE conversions.
- Keep it in one source of truth, not scattered spreadsheets.
What it is
Your cap table lists each holder (founders, employees, investors), the securities they hold, and their percentage. Most founders track two views: issued and outstanding shares, and fully diluted ownership, which assumes every option, warrant and convertible security turns into shares.
Worked example (hypothetical)
| Holder | Shares | Fully diluted |
|---|---|---|
| Founder A | 4,500,000 | 45% |
| Founder B | 4,000,000 | 40% |
| Option pool | 1,500,000 | 15% |
| Total | 10,000,000 | 100% |
If you then raise on SAFEs, the table should also show what each SAFE converts into at your next priced round, so nobody is surprised by the result.
Why it matters to a pre-seed or seed founder
A clean cap table makes diligence fast. A messy one, with missing paperwork, informal promises of equity or dozens of tiny holders, slows rounds and can scare off a lead. Model each round before you sign it so you know your post-round dilution. If many small checks are coming in, a single vehicle can keep them to one line; see syndicate. Our cap table guide walks through a full model.
Frequently asked questions
What does fully diluted mean?
It counts every share that could exist if all options, warrants and convertible securities became shares. Investors usually price rounds on a fully diluted basis.
Do SAFEs show up on a cap table?
Yes. They aren't shares yet, but a good cap table tracks them and models what they convert into at the next priced round.
Who keeps the cap table?
The company does, usually with help from its lawyer or cap-table software. It should match the signed documents exactly.