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Cap table builder

Build your cap table round by round. All figures recalculate as you type.

Founders

Option pool (ESOP) at incorporation

Pool size (shares)

Shares reserved for future employee grants. Created pre-round — dilutes founders only.

Set as % of total

0%

Formula: pool = founders × pct ÷ (1 − pct)

Ownership % calculation: each stakeholder's shares ÷ total fully diluted shares. SAFEs are not equity yet — they show as pending and dilute at Series A close.

SAFE / convertible note investors

SAFEs don't appear as equity yet. They show as pending and convert into preferred shares when Series A closes.

SAFE cap vs. discount: at Series A, each SAFE converts at the lower of (a) cap price = cap ÷ pre-shuffle shares, or (b) discount price = Series A price × (1 − discount%). Lower price = more shares for the investor.

Series A round

Pre-money valuation ($)

What the company is worth before new cash. Post-money = pre-money + investment.

Investment amount ($)

New cash in. VC ownership % = investment ÷ post-money.

New ESOP pool (shares to add)

Option pool expansion happens pre-round (option pool shuffle), diluting founders only.

Liquidation preference (×)

1× = investor recoups investment before common. 2× = recoups 2× before common.

Participating preferred?

Non-participating: investor chooses the better of pref or common conversion. Participating: investor gets pref and participates in common proceeds.

Series B round

Pre-money valuation ($)

Price per share = pre-money ÷ Series A fully diluted shares.

Investment amount ($)

New ESOP pool (shares to add)

Liquidation preference (×)

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Dilution calculator

See exactly how a new round dilutes each stakeholder. Your share count stays the same — more shares are created around you.

Current shares (fully diluted)

All shares + options + unconverted SAFEs before the new round.

New shares being issued

Shares sold to new investors in this round.

Option pool expansion (shares)

New pool shares dilute existing holders before the round (option pool shuffle).

Your current shares

Dilution breakdown

Formula: your % before = yours ÷ current · your % after = yours ÷ (current + pool + new) · dilution = before% − after%.

Value vs. dilution

Pre-money valuation ($)

Pre-money PPS = pre-money ÷ (current + pool). VCs price after the pool shuffle.

Investment amount ($)

New cash in. Post-money = pre-money + investment.

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Exit waterfall

Model an acquisition. Proceeds flow down the preference stack — investors first, common last.

Exit price ($M)

$50M

Preference stack

Rows are paid top-to-bottom. Newest round first is standard. "Common %" is fully diluted ownership for common proceeds. Percentages should sum to 100%.

Payout waterfall

How the waterfall works

Algorithm: (1) Pay each row's liquidation preference in order until the exit price is consumed. (2) Non-participating preferred: if converting to common yields more than the pref amount, the investor forgoes the preference and joins the common pool. The comparison uses their share of the remaining common pool (after all preferences are settled), proportioned only among rows that actually participate in common. (3) Remaining proceeds are split by "Common %" among all common/converted holders.

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SAFE converter

Calculate how a SAFE or convertible note converts into equity at a priced round.

SAFE investment amount ($)

SAFE type

"Best of" = lower conversion price wins, giving the investor more shares per dollar. MFN: no cap or discount at signing — the SAFE adopts the most favorable economic terms from any subsequent SAFE issued before conversion.

Valuation cap ($)

Cap price = cap ÷ pre-shuffle shares (founders + inc ESOP, before Series A pool expansion). This follows YC standard interpretation.

Discount rate (%)

Discount price = Series A price × (1 − discount%). A 20% discount on a $1.00 share = $0.80.

Priced round details

Series A pre-money valuation ($)

Series A price per share ($)

Typically = pre-money ÷ fully diluted shares before the round.

Post-money SAFE? (YC standard 2018+)

Post-money: ownership % = investment ÷ cap. New option grants before Series A dilute founders only, not the SAFE holder.

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Vesting simulator

Model a standard 4-year / 1-year cliff schedule and see when shares become yours.

Total shares / options granted

Vesting period (years)

Cliff (months)

At the cliff, the accumulated months vest all at once as a lump sum. No shares vest before this date.

Simulate at month

Acceleration clause

Single-trigger: 100% acceleration on a change of control. Double-trigger: requires both a qualifying acquisition AND involuntary termination without cause (the standard for most VC-backed companies).

The "day 366" trap: if you leave on month 11, day 30, you receive zero shares. The cliff is a binary event — one day early and the entire first year is forfeited. After the cliff, missing a single day before a monthly vest date forfeits that month's increment. Know your exact vesting dates.

83(b) election: for restricted stock (not options), an 83(b) election filed within 30 days of grant locks in your tax basis at near-zero grant-date FMV. Without it, each monthly vest is taxed as ordinary income at the then-current FMV. For ISOs and NSOs, different rules apply — see the concepts glossary.

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Concepts glossary

Click any term to expand. Study tip: try to recall the definition before opening it.

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Self-test

Multiple choice and number fill-in. Press Next question to skip.

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