Cap Table

What is Cap Table?

A capitalization table, usually called a cap table, organizes information about a company’s equity ownership and related securities. It may list holders, security classes, quantities, issue dates and ownership percentages. The structure varies with the company and the instruments it has issued.

A cap table may include common and preferred shares, granted and ungranted options, warrants, convertible notes or SAFEs, depending on the jurisdiction, documents and purpose of the view. The table should distinguish securities already issued from rights that may convert or be exercised later. It should also state whether percentages use issued, outstanding or fully diluted shares.

The cap table changes after financing, grants, exercises, cancellations, conversions and other equity events. A scenario model can help illustrate a possible financing, but a modeled post-round view is not the authoritative current record until the transaction and legal documentation are complete.

The denominator determines the ownership percentage

• Issued or outstanding view

  Uses the share basis specified by the company and may exclude unexercised or unallocated securities.

• Fully diluted view

  Usually includes additional rights or reserved equity under a defined assumption. The exact inclusion policy must be stated.

• Pre- and post-financing view

  Shows how new securities, conversion and any option-pool change may alter ownership under the transaction terms.

Use authoritative records and professional advice

Cap-table treatment can have legal, tax and securities implications. Use authoritative company records and professional advice where appropriate.

A spreadsheet or software model can support administration, but it should be reconciled with governing documents, board approvals, equity grants and the official records required in the relevant jurisdiction. A cap table should not be described as the definitive legal record merely because it is neatly formatted.

Why it matters

A consistent cap table can help a company understand current ownership, model dilution and prepare for a financing conversation. It can also expose missing documentation or a difference between an operating model and the underlying records.

The table does not decide how much capital to raise, which valuation to accept or how securities should be treated. Those decisions depend on transaction terms, governance, legal requirements and professional advice.

Only after the share basis is specified

Ownership % = Relevant shares held ÷ Relevant total shares

Illustrative fully diluted example

How RunwayCal helps

Common mistakes

• 1Presenting a percentage without identifying whether the denominator is issued, outstanding or fully diluted.
• 2Treating unconverted or unexercised instruments as though every term were already settled.
• 3Allowing a spreadsheet or planning model to drift away from the authoritative company records.