A cap table lists every share and right to shares in a company: founders' common stock, the option pool, SAFEs and convertible notes, and each series of preferred stock, with each holder's percentage on a fully diluted basis. Below is one illustrative startup's cap table at five moments: incorporation (two founders, 8,000,000 shares), an option pool of 1,000,000 shares, two post-money SAFEs, a $4M seed round at a $16M pre-money valuation and a $12M Series A at $48M pre-money. The founders' combined stake goes from 100% to 88.9%, 57.9% and 40.5%.
The numbers are illustrative, not market data, and the company is made up. Every share count was computed with the same formulas shown on the page, so you can follow each step or check it in our cap table calculator. The full set of tables is also a CSV download. This is not legal advice; your own documents decide how conversions and pools work.
Step 1: incorporation
Two founders incorporate a Delaware C corporation and issue themselves 8,000,000 shares of common stock, split 55/45, at a nominal price of $0.0001 a share. Both are on the usual four-year vesting schedule with a one-year cliff. Unvested shares are still issued and outstanding, so they count in full on the cap table; vesting only decides what the company can buy back if a founder leaves. (Founders usually file an 83(b) election within 30 days of the grant; see your counsel.)
| Holder | Class | Shares | Fully diluted |
|---|---|---|---|
| Founder A | Common | 4,400,000 | 55.00% |
| Founder B | Common | 3,600,000 | 45.00% |
| Total | 8,000,000 | 100% |
Step 2: the option pool
Before hiring, the board reserves 1,000,000 shares for an equity incentive plan and grants 200,000 options to the first two employees. "Fully diluted" counts the whole pool, granted and unissued, as if every option were exercised. The founders have not sold anything, but their percentage already falls from 100% to 88.9%.
| Holder | Class | Shares | Fully diluted |
|---|---|---|---|
| Founder A | Common | 4,400,000 | 48.89% |
| Founder B | Common | 3,600,000 | 40.00% |
| Options granted | Options | 200,000 | 2.22% |
| Unissued pool | Pool | 800,000 | 8.89% |
| Total | 9,000,000 | 100% |
Step 3: two post-money SAFEs
The company raises $1,000,000 on a Y Combinator post-money SAFE with a $10M valuation cap and, a few months later, $500,000 on another with a $12.5M cap. A SAFE is not stock yet: it converts at the next priced round. With a post-money cap, each holder's ownership going into that round is fixed by a simple ratio: purchase amount ÷ post-money cap. So SAFE 1 is 10% and SAFE 2 is 4%, measured on what the SAFE calls the Company Capitalization.
| Holder | Class | Shares | Fully diluted |
|---|---|---|---|
| SAFE 1 ($1.0M at $10M post-money cap) | SAFE | 10.00% | |
| SAFE 2 ($500K at $12.5M post-money cap) | SAFE | 4.00% |
Two details from the YC post-money SAFE drive the next step. First, "Safe Price" means "the Post-Money Valuation Cap divided by the Company Capitalization". Second, Company Capitalization includes issued shares, all converting securities (every SAFE), issued and promised options and the unissued pool, "except that any increase to the Unissued Option Pool in connection with the Equity Financing will only be included to the extent that the number of Promised Options exceeds the Unissued Option Pool prior to such increase." In plain terms, a pool top-up made for the priced round dilutes the SAFE holders along with the founders.
Step 4: the seed round
A seed lead offers $4,000,000 at a $16,000,000 pre-money valuation ($20M post-money), on two conditions that are common in term sheets: the SAFEs convert into the round, and the unissued option pool is topped up to 10% of the post-money cap table, counted inside the pre-money (the "option pool shuffle"). Here is the order of operations:
- Company Capitalization. Existing shares plus pool are 9,000,000. The SAFEs together take 14% of the Company Capitalization, which excludes the new pool shares, so Company Capitalization = 9,000,000 ÷ (1 − 0.14) = 10,465,116.
- SAFE conversion. SAFE 1's price is $10,000,000 ÷ 10,465,116 = $0.9556, so it converts into $1,000,000 ÷ $0.9556 = 1,046,512 shares. SAFE 2 converts at $1.1944 into 418,605 shares. The SAFE gives the greater of that or the round price, and the cap price is lower.
- Pool top-up. The new unissued pool must be 10% of the post-money total. Solving for it gives 580,731 new pool shares, for an unissued pool of 1,380,731.
- Round price. Pre-money fully diluted shares = 10,465,116 + 580,731 = 11,045,847. Price = $16,000,000 ÷ 11,045,847 = $1.4485 a share.
- New shares. $4,000,000 ÷ $1.4485 = 2,761,462 Series Seed shares, exactly 20% of the post-money total of 13,807,309.
| Holder | Class | Shares | Fully diluted |
|---|---|---|---|
| Founder A | Common | 4,400,000 | 31.87% |
| Founder B | Common | 3,600,000 | 26.07% |
| Options granted | Options | 200,000 | 1.45% |
| Unissued pool | Pool | 1,380,731 | 10.00% |
| SAFE 1 ($1.0M at $10M post-money cap) | Series Seed (from SAFE) | 1,046,512 | 7.58% |
| SAFE 2 ($500K at $12.5M post-money cap) | Series Seed (from SAFE) | 418,605 | 3.03% |
| Seed lead and investors | Series Seed | 2,761,462 | 20.00% |
| Total | 13,807,309 | 100% |
Look at what happened to the SAFEs. SAFE 1 was "10%" going in and holds 7.58% coming out, because the pool top-up and the new money both dilute it. Its shares still cost $0.9556 against the lead's $1.4485, a 34% lower price, which is the reward for investing first. For context, Carta's data on more than 1,000 priced software rounds from the first half of 2026 put the median seed at $4.1M raised with 18% dilution (Carta, July 2026); this round sells 20% for new money, and the SAFE conversions add 10.6% on top.
Step 5: the Series A
Two years later the company has granted 1,200,000 options in total and raises $12,000,000 at a $48,000,000 pre-money valuation ($60M post-money). The lead again asks for the unissued pool to be 12% of the post-money total, inside the pre-money. Unissued before the round: 1,000,000 + 580,731 − 1,200,000 = 380,731. The top-up adds 1,988,665 shares, the price is $48,000,000 ÷ 15,795,974 = $3.0387, and the new money buys 3,948,994 Series A shares, 20% of the post-money total. No earlier investor takes a pro rata allocation in this example; if the seed lead did, the round would either grow or the Series A lead would take less.
| Holder | Class | Shares | Fully diluted |
|---|---|---|---|
| Founder A | Common | 4,400,000 | 22.28% |
| Founder B | Common | 3,600,000 | 18.23% |
| Options granted | Options | 1,200,000 | 6.08% |
| Unissued pool | Pool | 2,369,396 | 12.00% |
| SAFE 1 ($1.0M at $10M post-money cap) | Series Seed (from SAFE) | 1,046,512 | 5.30% |
| SAFE 2 ($500K at $12.5M post-money cap) | Series Seed (from SAFE) | 418,605 | 2.12% |
| Seed lead and investors | Series Seed | 2,761,462 | 13.99% |
| Series A investors | Series A | 3,948,994 | 20.00% |
| Total | 19,744,968 | 100% |
The founders' path
| Moment | Fully diluted shares | Founders combined | Price per share |
|---|---|---|---|
| Incorporation | 8,000,000 | 100% | $0.0001 |
| Option pool | 9,000,000 | 88.9% | n/a |
| Seed (SAFEs convert) | 13,807,309 | 57.9% | $1.4485 |
| Series A | 19,744,968 | 40.5% | $3.0387 |
The founders still own the same 8,000,000 shares; only the denominator grew. On paper their stake is worth 8,000,000 × $3.0387 = $24.3M at the Series A price, though common stock is worth less than preferred in practice (that is what a 409A valuation measures), and preferred holders are paid first in a sale (see the liquidation preference calculator). The two biggest single steps down were the seed round, where the SAFEs, the pool top-up and the new money landed together, and the option pool itself, which is often forgotten when founders estimate their own dilution.
Mistakes this example makes easy to see
- Counting SAFEs as "10%" forever. A post-money SAFE's percentage is measured before the priced round's pool top-up and new money. Model the round before you tell a SAFE investor what they will own.
- Ignoring the pool shuffle. A top-up inside the pre-money lowers the effective pre-money for existing holders. In step 4 the new pool shares are about 4.2% of the company, paid for entirely by founders and SAFE holders. Our annotated term sheet example prices this in dollars.
- Leaving out promised options. Offer letters that promise options count in Company Capitalization under the SAFE and belong on the cap table before the round.
- Using issued shares instead of fully diluted. Investors and the SAFE both work on a fully diluted, as-converted basis.
Frequently asked questions
What does a cap table look like?
A table with one row per holder or class (founders' common, options granted, unissued pool, each SAFE or note, each preferred series) and columns for shares, fully diluted percentage and often price paid. The tables above are a typical layout; real cap tables add certificate numbers, grant dates and vesting.
How do SAFEs show up on a cap table?
Before the priced round they are listed separately, as an amount and a cap, because they are not shares yet. At the round they convert into preferred stock, usually a sub-series priced at the SAFE price, as in step 4.
What is fully diluted ownership?
Your shares divided by all shares that exist or could exist: issued stock, preferred as converted to common, granted options and warrants, and the unissued option pool. It is the basis investors use for percentages.
How much do founders own after a Series A?
It varies widely. In this example the two founders hold 40.5% together after two priced rounds and two SAFEs. Carta's first-half 2026 data puts median dilution at about 18% for both seed and Series A priced rounds, so two rounds plus a pool and SAFEs can take founders below half, as here.
Is there a cap table template?
The CSV of this example opens in Excel or Google Sheets, and the cap table calculator lets you enter your own holders and run a round. The dilution calculator models several rounds at once.
Model the next round before it happens
The cap table tells you who owns what; the financial model tells you when you will need the next round and how much. Adlega builds a driver-based 36-month SaaS model with burn and runway, so you can size the raise, and its AI CFO explains every number. Pair it with the how much to raise calculator and the SaaS fundraising guide.