# What is a cap table? > A cap table — capitalization table — is the ledger of who owns what in a company: every shareholder, option holder, and convertible instrument, with counts and percentages. It answers the only question that matters in every financing and exit — who gets how much — so keeping it accurate is a founding obligation. Source: https://anytime-capital.com/learn/venture/what-is-a-cap-table · Topic: Startup finance & VC · Updated: 2026-08-28 · Publisher: Anytime Capital Every financing, hire with equity, and exit negotiation runs through the cap table. Founders who keep it clean move fast at every one of those moments; founders who don't discover their true ownership in a diligence spreadsheet someone else built. ## What's actually on it Rows are holders; columns are instruments: common stock (founders, employees), preferred stock by round (investors, with their rights), options and RSUs under the equity plan, warrants, and convertibles — SAFEs and notes — waiting to become shares. Each row carries counts, and from counts, percentages. The percentage that matters is fully diluted: ownership calculated as if every option (granted and reserved), warrant, and convertible had converted. Basic ownership — issued shares only — flatters everyone; term sheets, acquirers, and sophisticated hires all think fully diluted. ## Dilution, demystified Dilution is simple arithmetic wearing a scary name: new shares are issued, the denominator grows, existing percentages shrink. Founders holding 80% who sell 20% of the post-money in a round hold 64% after — smaller slice, ideally of a much bigger pie. The subtler dilutions are the ones founders don't model: option-pool expansions demanded inside the pre-money (existing holders absorb it), and stacked post-money SAFEs that each lock a fixed percentage before any priced round arrives. A cap table without a SAFE-conversion model is a surprise on a timer. ## Keeping it clean Three habits separate clean tables from forensic projects. Every grant papered when made — board consents, signed agreements, 409A-priced options, filings on time. One source of truth — dedicated cap-table software once you have investors, not a drawer of PDFs and a spreadsheet with versions. And a standing pro-forma model — what the table looks like after the SAFEs convert and the next pool expansion — so no financing term ever surprises you. - Paper every grant when it happens, not at the next round - Maintain one authoritative table, in real software - Model SAFE conversions and pool expansions continuously - Reconcile against legal records before every financing ## Where token ownership fits Crypto startups often run a second ledger beside the cap table: token allocations, promised via token warrants or side letters, tracking who has rights to a future token distribution. The discipline is identical — record grants when made, model total allocation, one source of truth — and the failure mode is identical too: promises in Slack that surface during diligence. If your company has any token plans, version the token table with the cap table from day one. ## Frequently asked questions ### What does 'fully diluted' actually include? All issued shares plus everything convertible into shares: granted and reserved options, warrants, and converting SAFEs/notes. It's the denominator investors and acquirers use for every real ownership number. ### How much of a company do employees typically hold? Option pools commonly run 10–20% of fully diluted ownership across a company's early life, refreshed at financings. The right size is what your hiring plan needs — pools are dilution, so demand-driven beats round numbers. ### When should we move off the spreadsheet? At the first outside investment. Software-maintained tables (with issuances tied to signed documents) prevent the version-drift that turns diligence into archaeology. ### Who sees the cap table? The board and major investors see it regularly; prospective investors see it in diligence; employees typically see their own grant plus the fully diluted share count needed to value it — company norms vary beyond that. ## Related - [What is a SAFE note?](https://anytime-capital.com/learn/venture/what-is-a-safe-note) - [What is a term sheet?](https://anytime-capital.com/learn/venture/what-is-a-term-sheet) - [Crypto & treasury for VC-backed startups](https://anytime-capital.com/business/crypto/vc-backed-startups) **Clean table, clean treasury.** The same discipline your cap table needs, your money stack needs too: entity-titled accounts for dollars and digital assets, with records diligence can trace. https://anytime-capital.com/signup --- - Company, fund, and accelerator names are referenced for identification and education only; no affiliation, sponsorship, or endorsement is implied. All trademarks belong to their owners. - Figures describing third-party firms and market norms are widely reported values as of the years cited and may have changed. Verify current details with primary sources. - Information on this page is general and educational — it is not investment, legal, or tax advice, and it is not an offer of securities. - Anytime Capital is a licensed money services business.