Capitalization table (cap table)

What is capitalization table (cap table)?

A capitalization table (cap table) is a record of who owns what in a company, every share, option, warrant, and convertible security, listed by holder and class. It shows each stakeholder's ownership percentage on a fully diluted basis, and updates every time you raise money, grant equity, or convert a note.

Worked example

Why it matters for fast-growing companies

Your cap table is the single source of truth for ownership, and investors will scrutinize it in diligence. A messy one, undocumented promises, missing option grants, unconverted SAFEs, can stall or kill a round. Keeping it clean and current protects your negotiating leverage and your own stake.

Related terms

• Fundraising & equityDilutionDilution is the reduction in your ownership percentage when a company issues new shares, typically in a funding round or when expanding the option pool.
• Fundraising & equityOption poolAn option pool is a block of shares a company reserves to grant as equity to employees, advisors, and future hires.
• Fundraising & equityPreferred stockPreferred stock is the share class investors receive in a priced round, carrying rights that common stock lacks, a liquidation preference, anti-dilution protection, and often board seats or veto rights.
• Fundraising & equitySAFE noteA SAFE is an agreement to convert an investor's cash into equity at a future priced round, without being debt.

Frequently asked questions