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Cap Table Calculator

A cap table before and after an issue of new shares, worked in share counts rather than percentages. Percentages are the output here, never the input, because a table maintained in percentages stops adding to a hundred the first time anything unusual happens.

Also called: captable calculator, shareholding calculator.

$
Shares outstanding after
12,500,000

12,500,000 shares outstanding after issuing 2,500,000 new shares, which leave the new holder with 20%. 2500000 shares at 10 raises 25000000 and implies a post-money valuation of 125000000 across all 12500000 shares. Every existing holder is diluted by the same factor, 80% of their former percentage, without anyone selling a share. Percentages here are derived from the counts, which is the only version that stays consistent when a note converts or the pool is topped up.

Shares outstanding before
10,000,000
The new holder
20%
Largest holder before
40%
Largest holder after
32%
Amount raised
$25,000,000.00
Implied post-money valuation
$125,000,000.00
On the raise
2500000 shares at 10 raises 25000000 and implies a post-money valuation of 125000000 across all 12500000 shares.
On the dilution
Every existing holder is diluted by the same factor, 80% of their former percentage, without anyone selling a share. Percentages here are derived from the counts, which is the only version that stays consistent when a note converts or the pool is topped up.

An estimate, not an offer or a guarantee. Projected returns assume the rate you entered holds for the whole term, which no market does.

Ownership after

Total$100.00
Founder A $32 (32%)Founder B $24 (24%)Seed investor $16 (16%)ESOP $8 (8%)Series A investor $20 (20%)

The cap table

HolderSharesBeforeAfterChange
Founder A4,000,00040%32%-8%
Founder B3,000,00030%24%-6%
Seed investor2,000,00020%16%-4%
ESOP1,000,00010%8%-2%
Series A investor2,500,0000%20%20%
Method and background

How this is calculated

Ownership is a share count divided by the total, so issuing new shares changes every existing percentage without anyone selling anything. Working in shares makes that automatic and makes the arithmetic checkable: the counts must add to the total and the percentages must add to a hundred, both of which fail loudly if an entry is wrong. A cap table kept in percentages instead has no such check, which is why the first unusual event, a note converting or a pool being topped up, quietly breaks it.

every holder is a share count over the new total, which is why nobody has to be diluted by hand
q_k
Shares held
q new
New shares issued

Worked examples

Each of these is asserted on every build. If a change to the engine ever moved one of these answers, the build would fail before the page could print it.

a Series A issue into a four holder table

Shareholders
Founder A, Founder B, Seed investor, ESOP
Shares held by each
4000000, 3000000, 2000000, 1000000
New shares to issue
2,500,000
Who receives them
Series A investor
Price per new share
$10.00

Shares outstanding after12,500,000

2.5m of 12.5m shares, at 10 a share

Open this example

no new issue leaves the table untouched

Shareholders
Founder A, Founder B, Seed investor, ESOP
Shares held by each
4000000, 3000000, 2000000, 1000000
New shares to issue
0
Who receives them
Series A investor
Price per new share
$10.00

Shares outstanding after10,000,000

boundary: an empty round changes nothing

Open this example

Method and limits

What it assumes

  • A single class of shares, so every share carries the same economics.

What it deliberately does not model

  • Multiple share classes, preferences and warrants change the economics without changing these percentages.
  • Fully diluted counts should include unissued pool shares, options and convertibles, which this page counts only if you enter them.

Formula version 1.0.0 · definition 1.0.0 · United States · Report a problem with this calculator

Frequently asked questions

Why keep a cap table in shares rather than percentages?
Because shares are the underlying fact and percentages are derived. A table in shares can be checked against the total; one in percentages silently stops adding to a hundred.