Free Cap Table Template: Track Equity & Dilution
A cap table (capitalization table) tracks who owns what in your startup—founders, investors, employees, and advisors—and how ownership changes with each funding round.
Why cap table management matters:
- Fundraising preparation: Investors want to see clean equity structure before investing
- Dilution modeling: Understand how much ownership you'll retain after Series A, B, C
- Option pool planning: Reserve 10-15% equity for employee grants
- Exit value calculation: Model founder proceeds in acquisition or IPO scenarios
This resource provides:
- Free downloadable cap table templates (Excel/Google Sheets)
- Cap table management software recommendations (Carta, AngelList, Pulley)
- Step-by-step guide to building and maintaining your cap table
- Common cap table mistakes and how to avoid them
What is a Cap Table?
A cap table (capitalization table) is a spreadsheet listing all shareholders, their ownership percentages, and equity value.
Key information tracked:
- Shareholders: Founders, investors, employees, advisors
- Securities: Common stock, preferred stock, options, warrants, convertible notes, SAFEs
- Ownership percentages: Fully diluted ownership (assumes all options/convertibles convert to equity)
- Valuation: Pre-money and post-money valuation at each funding round
- Dilution: How ownership changes with new investment rounds
Cap Table Example: Pre-Seed Startup
| Shareholder | Security Type | Shares | % Ownership (Fully Diluted) | Value @ $5M Post-Money |
|---|---|---|---|---|
| Founder A | Common Stock | 4,000,000 | 40% | $2,000,000 |
| Founder B | Common Stock | 3,000,000 | 30% | $1,500,000 |
| Option Pool | Unallocated Options | 1,500,000 | 15% | $750,000 |
| Angel Investors | Preferred Stock (SAFE) | 1,500,000 | 15% | $750,000 |
| Total | 10,000,000 | 100% | $5,000,000 |
Fully diluted calculation:
- Total shares outstanding: 10,000,000 (includes allocated + unallocated options)
- Founder A ownership: 4,000,000 / 10,000,000 = 40%
- Post-money valuation: $5M (pre-money $4M + $1M angel investment)
Free Cap Table Templates
Excel & Google Sheets Templates
1. Corporate Finance Institute (CFI) Template
- Download: CFI Cap Table Template
- Features: Tracks multiple funding rounds, option pools, fully diluted ownership
- Best for: Seed to Series B startups
2. Wall Street Prep Template
- Download: Wall Street Prep Cap Table
- Features: Dilution modeling, convertible note conversions, SAFE modeling
- Best for: Founders modeling multiple financing scenarios
3. Slidebean Cap Table Template
- Download: Slidebean Template
- Features: Simplified template with convertible notes and priced rounds
- Best for: Early-stage founders new to cap tables
4. Capboard Free Template
- Download: Capboard Google Sheets Template
- Features: Pre-built formulas, easy to use, cloud-based
- Best for: Teams collaborating on cap table updates
What These Templates Include
✅ Shareholder registry: Names, contact info, share counts ✅ Equity breakdown: Common stock, preferred stock, options, convertibles ✅ Dilution modeling: Calculate ownership after new funding rounds ✅ Option pool management: Track allocated vs unallocated options ✅ Waterfall analysis: Model exit proceeds (acquisition, IPO) ✅ Vesting schedules: Track founder and employee vesting milestones
Cap Table Components
1. Common Stock
Who holds it:
- Founders
- Employees (via exercised stock options)
- Early advisors (sometimes)
Key characteristics:
- No liquidation preference (paid last in exit)
- Voting rights (typically 1 vote per share)
- Subject to vesting (4-year vest with 1-year cliff for founders/employees)
2. Preferred Stock
Who holds it:
- Investors (angels, VCs, institutional investors)
- Strategic investors
Key characteristics:
- Liquidation preference (paid before common stock in exit)
- Typically 1x non-participating (get back investment first, then share remaining proceeds)
- Voting rights (often elects board members)
- Conversion rights (can convert to common stock)
Series naming:
- Series Seed: Angel or pre-seed investors
- Series A: First institutional VC round
- Series B, C, D+: Subsequent growth rounds
3. Stock Options (Option Pool)
Who receives options:
- Employees (ISOs - Incentive Stock Options)
- Consultants and advisors (NSOs - Non-Qualified Stock Options)
Option pool sizing:
- Pre-seed/Seed: 10-15% of fully diluted equity
- Series A: Refresh pool to 15-20%
- Series B+: Refresh pool to 10-15%
Key terms:
- Strike price: Exercise price (equal to 409A fair market value at grant date)
- Vesting schedule: Typically 4 years with 1-year cliff
- Exercise window: 90 days post-termination (some startups extend to 7-10 years)
4. Convertible Notes & SAFEs
What they are:
- Debt (convertible notes) or contractual rights (SAFEs) that convert to equity in next priced round
Key terms:
- Valuation cap: Maximum valuation at which note/SAFE converts (protects early investors from high valuations)
- Discount: 10-20% discount to next round price (rewards early risk)
- Interest rate: 2-8% annual interest (convertible notes only; SAFEs have no interest)
Conversion mechanics:
- Converts to preferred stock in next priced round (Series Seed, A, etc.)
- Conversion price = lower of (cap or discounted round price)
Example:
- SAFE: $1M investment, $10M cap, 20% discount
- Series A: $20M pre-money valuation
- Conversion price: $10M cap (lower than $20M × 80% = $16M discounted price)
- Investor receives: $1M / ($10M / Series A shares outstanding) = more shares than Series A investors
Building Your First Cap Table
Step 1: List All Shareholders
Start with founder equity at incorporation:
| Shareholder | Security Type | Shares Issued | % Ownership |
|---|---|---|---|
| Founder A | Common Stock | 5,000,000 | 50% |
| Founder B | Common Stock | 5,000,000 | 50% |
| Total | 10,000,000 | 100% |
Step 2: Create Option Pool (Pre-Money)
Investors typically require 10-15% option pool carved out of founder equity before their investment:
| Shareholder | Security Type | Shares | % Ownership (Fully Diluted) |
|---|---|---|---|
| Founder A | Common Stock | 4,250,000 | 42.5% |
| Founder B | Common Stock | 4,250,000 | 42.5% |
| Option Pool | Unallocated Options | 1,500,000 | 15% |
| Total | 10,000,000 | 100% |
Founder dilution from option pool:
- Founder A: 50% → 42.5% (7.5% dilution)
- Founder B: 50% → 42.5% (7.5% dilution)
Step 3: Model First Funding Round (SAFE or Seed)
Scenario: $1M SAFE at $10M post-money valuation cap
Conversion calculation:
- Post-money valuation: $10M
- Price per share: $10M / 10M shares = $1.00/share
- SAFE investor receives: $1M / $1.00 = 1,000,000 shares
- New total shares: 11,000,000 (10M existing + 1M new)
| Shareholder | Security Type | Shares | % Ownership (Fully Diluted) |
|---|---|---|---|
| Founder A | Common Stock | 4,250,000 | 38.6% |
| Founder B | Common Stock | 4,250,000 | 38.6% |
| Option Pool | Unallocated Options | 1,500,000 | 13.6% |
| SAFE Investors | Preferred Stock (SAFE) | 1,000,000 | 9.1% |
| Total | 11,000,000 | 100% |
Founder dilution from SAFE:
- Founder A: 42.5% → 38.6% (3.9% dilution)
- Founder B: 42.5% → 38.6% (3.9% dilution)
Step 4: Model Series A Priced Round
Scenario: $5M Series A at $20M pre-money valuation
Calculation:
- Pre-money valuation: $20M
- Price per share: $20M / 11M shares = $1.82/share
- Series A investor receives: $5M / $1.82 = 2,750,000 shares
- New total shares: 13,750,000 (11M existing + 2.75M new)
- Post-money valuation: $25M ($20M pre + $5M investment)
| Shareholder | Security Type | Shares | % Ownership (Fully Diluted) |
|---|---|---|---|
| Founder A | Common Stock | 4,250,000 | 30.9% |
| Founder B | Common Stock | 4,250,000 | 30.9% |
| Option Pool | Unallocated Options | 1,500,000 | 10.9% |
| SAFE Investors | Preferred Stock (SAFE) | 1,000,000 | 7.3% |
| Series A Investors | Preferred Stock (Series A) | 2,750,000 | 20.0% |
| Total | 13,750,000 | 100% |
Founder dilution from Series A:
- Founder A: 38.6% → 30.9% (7.7% dilution)
- Founder B: 38.6% → 30.9% (7.7% dilution)
Modeling Dilution Across Funding Rounds
Typical Founder Dilution Path
| Stage | Founder Ownership (Each) | Cumulative Dilution | Notes |
|---|---|---|---|
| Incorporation | 50.0% | 0% | 2 founders, equal split |
| Option Pool (15%) | 42.5% | 7.5% | Pre-seed option pool carved out |
| SAFE ($1M @ $10M cap) | 38.6% | 11.4% | 9.1% to SAFE investors |
| Series A ($5M @ $20M pre) | 30.9% | 19.1% | 20% to Series A investors |
| Series B ($15M @ $60M pre) | 25.8% | 24.2% | 20% to Series B investors |
| Series C ($30M @ $150M pre) | 21.5% | 28.5% | 16.7% to Series C investors |
Key insight: Founders typically retain 20-30% ownership by Series C, assuming:
- No secondary sales (founders don't sell early)
- Standard dilution per round (15-25% per round)
- Option pool refreshes at Series A and B
Dilution Benchmarks by Round
| Round | Typical Investor Ownership | Founder Dilution per Round |
|---|---|---|
| SAFE/Convertible | 5-15% | 5-15% |
| Seed | 10-20% | 10-20% |
| Series A | 15-25% | 15-25% |
| Series B | 15-25% | 15-25% |
| Series C+ | 10-20% | 10-20% |
Option Pool Management
When to Create/Refresh Option Pool
Pre-seed/Seed:
- Create 10-15% option pool before first institutional funding
- Dilutes founders pro-rata (shared equally)
Series A:
- Refresh pool to 15-20% post-money (after Series A investment)
- Dilutes all existing shareholders (founders + early investors)
Series B+:
- Refresh pool to 10-15% as needed for continued hiring
- Dilutes all existing shareholders proportionally
Option Pool Allocation Strategy
Employee level → Typical option grant (as % of fully diluted equity):
| Role | Option Grant | Shares (assuming 10M shares outstanding) |
|---|---|---|
| VP-level | 0.5% - 1.5% | 50,000 - 150,000 shares |
| Director | 0.25% - 0.5% | 25,000 - 50,000 shares |
| Senior IC | 0.1% - 0.25% | 10,000 - 25,000 shares |
| Mid-level IC | 0.05% - 0.1% | 5,000 - 10,000 shares |
| Junior IC | 0.01% - 0.05% | 1,000 - 5,000 shares |
Advisor grants: 0.1% - 0.5% (vesting over 2 years)
Cap Table Software
When to Upgrade from Spreadsheet
✅ Move to cap table software when:
- You've raised institutional funding (Seed or Series A)
- You have 10+ option holders (employees with equity)
- You need to issue 409A valuations (required for option grants)
- Investors request formal cap table reporting
Top Cap Table Software (2025)
1. Carta
- Pricing: Free for up to 25 stakeholders; $2,800/year for 50 stakeholders; $6K-$77K/year for Scale plans
- Features: Cap table management, 409A valuations, equity grants, LP/GP fund admin
- Best for: Series A+ startups with investors expecting Carta
- Website: https://carta.com
2. AngelList Stack
- Pricing: Free for investors; $1,600-$5,600/year for companies (based on team size)
- Features: Cap table, fundraising tools, banking, free 409A included in higher tiers
- Best for: Startups raising on AngelList or seeking integrated fundraising + cap table
- Website: https://www.angellist.com/stack
3. Pulley
- Pricing: $500-$2,000/month (based on company stage and stakeholder count)
- Features: Cap table management, scenario modeling, equity grants, 409A valuations
- Best for: Fast-growing startups needing advanced modeling tools
- Website: https://pulley.com
4. Capboard
- Pricing: Free for up to 10 stakeholders; €99-€299/month for larger teams
- Features: Cap table, equity management, ESOP administration
- Best for: European startups and smaller teams
- Website: https://www.capboard.io
Feature Comparison
| Feature | Carta | AngelList Stack | Pulley | Capboard |
|---|---|---|---|---|
| Free tier | Yes (25 stakeholders) | Yes (unlimited investors) | No | Yes (10 stakeholders) |
| 409A valuations | Add-on ($1K-$5K) | Included (higher tiers) | Included | Not offered |
| Scenario modeling | Yes | Limited | Advanced | Yes |
| Equity grants | Yes | Yes | Yes | Yes |
| Fundraising tools | No | Yes (integrated) | No | Limited |
| International support | US-focused | US-focused | US-focused | Global (especially EU) |
Common Cap Table Mistakes
1. No Option Pool Before Series A
Mistake: Founders don't create option pool before Series A, so investors force 15% pool post-money (dilutes founders more).
Why it's bad:
- Post-money option pool dilutes founders and early investors equally
- Pre-money option pool only dilutes founders
Example:
- Pre-money pool (founder-friendly): Founders diluted from 100% → 85% before Series A
- Post-money pool (investor-friendly): Founders diluted from 100% → 100% pre-A, then 85% → 72.25% after 15% post-money pool
Better approach: Negotiate 10-15% pre-money option pool in Series A term sheet.
2. Ignoring Fully Diluted Ownership
Mistake: Founders calculate ownership based on outstanding shares, not fully diluted shares (includes unallocated options, convertible notes, SAFEs).
Why it's bad:
- Overstates current ownership
- Surprises founders when notes/SAFEs convert
Better approach: Always calculate ownership on fully diluted basis (outstanding + options + convertibles).
3. Messy Cap Table (Side Letters, Unusual Terms)
Mistake: Founders grant special terms to early investors (extra board seats, super-pro-rata rights, ratchets) without documenting in cap table.
Why it's bad:
- Later investors discover hidden terms during due diligence
- Deal delays or falls apart
- Lower valuation or unfavorable terms
Better approach: Maintain clean cap table with standard terms. Avoid side letters and unusual preferences.
4. No Cap Table Software After Series A
Mistake: Founders continue using Excel spreadsheet after Series A with 20+ option holders.
Why it's bad:
- Manual errors (incorrect dilution calculations, missing grants)
- No audit trail (can't prove ownership in disputes)
- Slow equity grant process (weeks to issue options)
Better approach: Move to Carta, Pulley, or AngelList Stack at Series A.
FAQ
What is fully diluted ownership?
Fully diluted ownership assumes all options, warrants, convertible notes, and SAFEs have been exercised or converted to common stock.
Formula:
Fully Diluted Ownership = Your Shares / (Outstanding Shares + Unallocated Options + Convertibles)Why it matters: Fully diluted calculation shows your true ownership percentage after all equity instruments convert.
How much equity should I give employees?
By role (as % of fully diluted equity):
- VP-level: 0.5% - 1.5%
- Director: 0.25% - 0.5%
- Senior IC (Individual Contributor): 0.1% - 0.25%
- Mid-level IC: 0.05% - 0.1%
- Junior IC: 0.01% - 0.05%
Advisor grants: 0.1% - 0.5% (vesting over 2 years)
For detailed option pool planning, see: Option Pool Sizing Guide
What's the difference between pre-money and post-money valuation?
Pre-money valuation: Company value before investment Post-money valuation: Company value after investment
Formula:
Post-Money Valuation = Pre-Money Valuation + Investment AmountExample:
- Investment: $5M at $20M pre-money
- Post-money valuation: $20M + $5M = $25M
- Investor ownership: $5M / $25M = 20%
How much dilution should I expect per funding round?
Typical dilution per round:
- SAFE/Convertible: 5-15%
- Seed: 10-20%
- Series A: 15-25%
- Series B: 15-25%
- Series C+: 10-20%
Founder ownership by stage:
- Post-incorporation: 50% (assuming 2 equal founders)
- Post-Seed: 35-45%
- Post-Series A: 25-35%
- Post-Series B: 20-30%
- Post-Series C: 15-25%
Should I use a spreadsheet or cap table software?
Use spreadsheet if:
- Pre-seed with <5 shareholders
- No option grants issued yet
- No institutional funding
Use cap table software if:
- Raised Seed or Series A
- 10+ option holders
- Need 409A valuations
- Investors expect formal cap table management
Top software: Carta (most popular), AngelList Stack (integrated fundraising), Pulley (advanced modeling)
Resources
Cap Table Templates
- Corporate Finance Institute Template (https://corporatefinanceinstitute.com/resources/excel/capitalization-table-template/)
- Wall Street Prep Template (https://www.wallstreetprep.com/knowledge/the-ultimate-guide-to-capitalization-tables/)
- Slidebean Template (https://slidebean.com/tools/cap-table-template-for-startups)
Cap Table Software
- Carta (https://carta.com): Industry standard, free for up to 25 stakeholders
- AngelList Stack (https://www.angellist.com/stack): Free for investors, integrated fundraising
- Pulley (https://pulley.com): Advanced modeling and scenario planning
Related Guides
Need Help with Your Cap Table?
Cap table management is critical for fundraising, employee equity grants, and exit planning. Whether you're building your first cap table, modeling dilution, or preparing for Series A, Promise Legal can help.
We assist startups with:
- Cap table setup and cleanup (fixing messy equity structures)
- Dilution modeling (forecast ownership through Series A, B, C)
- Option pool strategy (pre-money vs post-money, sizing, allocation)
- 409A valuation coordination (work with valuation firms)
- Cap table software migration (Excel → Carta/Pulley/AngelList)
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