A capitalization table is the definitive record of who owns what in a company. For startup founders, understanding your cap table is not optional. Every fundraising conversation, every hire who asks about equity, and every board meeting will reference this document. Getting it wrong leads to nasty surprises during due diligence or, worse, disputes between co-founders and investors.

This Cap Table Simulator lets you model the three core components of early-stage ownership: founder shares, investor shares, and the employee option pool. You enter the number of shares each party holds and the size of the option pool as a percentage. The tool then calculates total shares outstanding, each party's ownership percentage, and the implied post-money valuation based on the investment amount.

One of the most misunderstood aspects of cap tables is the option pool. Investors typically require the pool to be created before their investment, which means the dilution comes entirely from the founders' side. This simulator accounts for that by computing pool shares on a pre-money basis, carving them out before calculating final percentages. The result shows you exactly how much ownership founders retain after both the investment and the pool creation.

Post-money valuation is derived from the investor's ownership stake and their investment amount. If an investor puts in $2 million for 20 percent of the company, the implied post-money valuation is $10 million. This figure is critical for setting expectations in future rounds and understanding the price per share.

Use this tool early and often. Model different scenarios before entering negotiations so you walk into term sheet discussions with clear numbers and realistic expectations.

Simulator

Results

How to Use

  1. Enter the total number of shares allocated to founders
  2. Enter the number of shares being issued to the investor
  3. Set the option pool percentage you plan to reserve for employees
  4. Enter the dollar amount of the investment
  5. Click Calculate to see ownership percentages and post-money valuation
  6. Adjust inputs to model different negotiation scenarios

FAQ

Why does the option pool dilute founders more than investors?

In most venture deals, the option pool is created on a pre-money basis, meaning it is carved out before the investor's shares are calculated. This means the dilution from the pool falls entirely on existing shareholders, which at the seed stage are typically just the founders. Investors negotiate this structure to protect their ownership percentage from being reduced by future employee grants.

How is post-money valuation calculated from the cap table?

Post-money valuation equals the investment amount divided by the investor's ownership percentage expressed as a decimal. For example, if an investor contributes $2 million and ends up with 20 percent of the company, the post-money valuation is $2 million divided by 0.20, which equals $10 million. Pre-money valuation is then $10 million minus the $2 million investment, or $8 million.

What is a typical option pool size for an early-stage startup?

Most seed-stage startups set aside between 10 and 20 percent of shares for the employee option pool. The exact size depends on how many hires you plan to make before the next funding round and how senior those hires will be. Investors often push for a larger pool to avoid additional dilution later, while founders prefer a smaller pool to retain more ownership.

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