Capitalization table

A capitalization table, or cap table, is the record of who owns a company and which securities create that ownership. It typically lists founders, employees, investors, option pools, preferred shares, common shares, warrants, convertible notes, and SAFEs. A fully diluted cap table also models securities that have not yet converted or been exercised.

The cap table is more than an ownership snapshot. It determines voting rights, proceeds in an exit, the effect of a new financing, and how much equity remains available for future hires. During fundraising, investors review it for unclear promises, unusually large early grants, multiple convertible instruments, and terms that could complicate the round. A pitch deck rarely includes the entire table, but founders need a current version behind the deck and should understand the dilution implied by the proposed raise. Percentages must be tied to a defined basis—issued shares or fully diluted ownership—because the same holding can appear different under each. Legal counsel usually maintains the definitive corporate records.