Cap table calculator
Calculate how the founders' split, an option pool and investment rounds change ownership.
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| Owner | Start | After pool | After round 1 | After round 2 |
|---|---|---|---|---|
| Founder A | 50.0% | 45.0% | 36.0% | 28.8% |
| Founder B | 50.0% | 45.0% | 36.0% | 28.8% |
| Option pool | not yet in | 10.0% | 8.0% | 6.4% |
| Investors round 1 | not yet in | not yet in | 20.0% | 16.0% |
| Investors round 2 | not yet in | not yet in | not yet in | 20.0% |
- Founder A: 28.8%
- Founder B: 28.8%
- Option pool: 6.4%
- Investors round 1: 16.0%
- Investors round 2: 20.0%
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Start a co-founder searchHow dilution works
A financing round creates new shares for the investors. Their stake is the investment divided by the post-money valuation, which is the pre-money valuation plus the investment.
Everyone who held shares before keeps them, but now owns part of a bigger company: every stake shrinks by the same factor. In the example, investors put in €500,000 at a pre-money valuation of €2,000,000. The post-money valuation is €2,500,000, so they get 20%, and a founder with 45% keeps 80% of that: 36%.
The option pool: before or after the round
An option pool keeps shares aside for future employees and advisors. Whoever holds shares when the pool is created is diluted by it.
Before round 1: the pool is a share of the company as it is before the investors join. The round then dilutes the pool like everyone else.
After round 1: the pool has to hold its share after the round, but it is created before the investors come in. Term sheets often ask for this. The pool counts in the pre-money valuation, so only the founders pay for it, and a 10% pool after the round costs them more than a 10% pool before it.
Many start-ups in Austria and Germany give employees virtual shares instead of real options. They dilute the founders in a similar way economically, so you can model them as a pool here.
What the calculator leaves out
It shows ownership in percent. It does not cover:
- Convertible loans and SAFEs that turn into shares in a later round
- Liquidation preferences and other investor rights that change who gets what at an exit
- Vesting, leaver rules and the nominal share capital of a GmbH or FlexCo
- Taxes, notary fees and other costs
Before you sign a term sheet, have your lawyer or tax advisor check the cap table. The calculations shown may be incorrect. We accept no liability for them.
Questions about cap tables
What is a cap table?
A cap table (capitalisation table) lists who owns how much of a company: the founders, the option pool and the investors. It changes with every financing round and every new share.
How much do founders keep after two rounds?
It depends on the valuations and the pool. In the example on this page, two founders with 50% each and a 10% pool keep 28.8% each after two rounds that each sell 20% of the company.
How big should the option pool be?
Investors in early rounds often ask for 10 to 20% after their round. Size it for the hires you plan until the next round: a pool bigger than you need costs the founders equity.
What is the difference between pre-money and post-money valuation?
The pre-money valuation is what the company is worth before the investment. The post-money valuation adds the investment. The investors' stake is the investment divided by the post-money valuation.
Do you store what I enter?
No. The calculator runs in your browser. Nothing you enter is sent to Cofoundista or stored.