Cap table basics
What is Cap Table?
A capitalization table is the master record of who owns what in a company - every share, option, warrant, and convertible.
A cap table tracks every equity security a company has issued and to whom. It includes founders' common stock, employee option grants (vested and unvested), preferred stock from priced rounds, SAFE and convertible note positions before conversion, warrants, and any reserved option pool capacity. The cap table is the source of truth for ownership percentages - both basic and fully diluted - and is referenced for every funding round, exit, audit, 409A valuation, and tax-reporting event. It must reconcile to the company's stock ledger and underlying legal documents at all times.
Example
- A seed-stage cap table might list 2 founders, 5 employees with option grants, 1 lead investor (Series Seed Preferred), 3 SAFE holders, and an unallocated option pool - totaling 100% on a fully-diluted basis.