Startup Cap Table & Dilution Calculator
Model your cap table across multiple rounds — SAFE, pre-seed, seed, and Series A. Add founders, set an option pool, and simulate each investment round to see exact post-money ownership percentages and price per share.
Founders & Pre-money Shares
Investment Rounds
Amount = investment. Post-money = valuation after the round closes.
Cap Table by Round
| Round | Post-money | Investor % | Founders % | Options % | PPS |
|---|---|---|---|---|---|
| SAFE / Pre-seed | $2.50M | 10.00% | 81.82% | 8.18% | 0.2045 |
Diluted Ownership After All Rounds
Uses post-money valuation dilution model. SAFEs are modeled as priced rounds for simplicity; real SAFE conversion depends on trigger events, discount rates, and valuation caps. Always consult a startup attorney before closing a round.
How startup dilution works
Every time a startup issues new shares — for a funding round, an option grant, or a SAFE conversion — the total share count increases. Because each existing shareholder's number of shares stays the same while the denominator (total shares) grows, their percentage ownership shrinks. This is dilution.
At a $2.5M post-money valuation, a $250,000 investment requires issuing new shares representing exactly 10% of the company. Those shares come from thin air — they're newly created — and every founder's, employee's, and earlier investor's percentage shrinks by 10% proportionally.
Typical dilution by round
| Round | Typical Raise | Dilution | Founders Own (after) |
|---|---|---|---|
| Friends & Family | $50K–$500K | 5–10% | 90–95% |
| SAFE / Pre-seed | $250K–$1M | 10–20% | 70–85% |
| Seed Round | $1M–$3M | 15–25% | 55–70% |
| Series A | $5M–$15M | 20–30% | 35–55% |
| Series B | $20M–$50M | 20–25% | 25–40% |
Ranges are broad because valuation and deal terms vary significantly. The higher your valuation relative to the amount raised, the less you dilute. A $1M raise at a $10M post-money valuation is 10% dilution; the same raise at a $5M post-money is 20%.
Reduce dilution with traction before you raise
The most powerful lever a founder has against dilution is demonstrable traction — revenue, users, and inbound interest from customers and press. Every data point of traction increases your negotiated valuation, which directly reduces the dilution percentage for any given raise size. Launching publicly on platforms like Launchory before approaching investors generates organic traffic, real user data, and a credible launch story. Submit your startup to build that traction record. Use our equity split calculator to decide founder allocations before you open the cap table to investors.
Frequently asked questions
What is a cap table?
A capitalization table (cap table) is a spreadsheet listing every security holder in a company — founders, employees with options, angels, and institutional investors — along with the number of shares each holds and what percentage of the fully-diluted company that represents. It determines who owns what before and after every financing event.
What is dilution and when does it happen?
Dilution is the reduction in an existing shareholder's ownership percentage that occurs when new shares are issued. It happens at every financing round (new investor shares are created), at option pool refreshes (new options added to the ESOP), and at conversion events like SAFEs and convertible notes converting into equity.
How does a SAFE note dilute founders?
A SAFE (Simple Agreement for Future Equity) doesn't immediately issue shares — it converts into equity at a future priced round, typically at a discount (15–25%) or a valuation cap, whichever gives the investor a lower price per share. At conversion, new shares are created to represent the investor's stake, diluting all existing shareholders including founders. The exact dilution depends on the conversion price, which is why SAFEs at low valuation caps can be more dilutive than they appear.
What is post-money vs pre-money valuation?
Pre-money valuation is the company's agreed value before the investment. Post-money valuation = pre-money + the amount invested. An investor's ownership percentage = investment ÷ post-money valuation. Example: $500K invested at a $5M post-money = 10% ownership. This calculator uses post-money valuation inputs since that's how term sheets are almost always presented.
How much should founders expect to own after a Series A?
Industry rule of thumb: founders should aim to retain 60–70% combined through pre-seed (seed SAFEs, friends & family), drop to 50–60% after seed, and 35–50% after Series A. By Series B, 25–40% combined is common. Each round, investors typically take 15–25% of the company. An option pool refresh (usually 10–15%) ahead of each round further dilutes the founders.
What is an ESOP option pool and how does it dilute founders?
An Employee Stock Option Pool (ESOP) is a block of shares reserved for employee equity grants. Investors typically require a 10–20% option pool to be established before funding (a "pre-money" pool), which means this dilution falls entirely on the founders — not the investors. A clever founder negotiates the option pool to be set post-money (funded from all shareholders) rather than pre-money.