Home›Valuation & fundraising

Cap table and dilution: what each founder owns after the rounds

Simulate your startup’s funding rounds and see how ownership changes for the founders, the option pool and each investor, what each stake is worth and how much each shareholder would receive if the company is sold.

Educational simulation. Not investment advice. Results are estimates based on the data you enter and do not replace advice from a qualified professional.

Reviewed on Nov 1, 2026

Founders and rounds

Example: a startup with three founders that raises an angel, a seed and a Series A round.

Founders at incorporation (%)

Rounds

Leave the investment at zero to skip a round. The option pool is topped up before each round to the target percentage, diluting only existing shareholders.

Round 1: Angel
Round 2: Seed
Round 3: Series A
+ SAFEs and convertible notes

Optional. Left blank, nothing changes. Each instrument converts in the chosen round at the better price for the investor: the round price minus the discount, or the cap ÷ shares before the new money. Simple interest on a note is added to the amount converted.

Instrument 1
Instrument 2

The cap follows the post-money SAFE: the investor gets amount ÷ cap of the company before the new money.

Exit

Your inputs stay only on this browser and are not sent anywhere. Untick to delete them.

—Founders combined after the last round
—

Ownership after each round

Percentage held by each founder, the pool and the investors, round by round.

Tap the chart to see the values.

Smaller percentage, more valuable stake

Value of the founders’ stake at each round’s post-money valuation, compared with the percentage they keep.

Tap the chart to see the values.

Cap table by round

The summary lists your inputs, results, formulas, assumptions and sources. The full report also includes the charts and interpretations, in color. In the print dialog, choose Save as PDF.

Method, assumptions and sources

Formulas

Investor stake = investment ÷ (pre-money + investment)
Total shares after the round = (shares before − existing pool) ÷ (1 − target pool − investor stake); new pool = target pool × total − existing pool
SAFE or note (optional): owed = amount × (1 + interest × months ÷ 12); shares = greater of owed ÷ (round price × (1 − discount)) and owed ÷ cap × shares before the new money; total = (shares before − pool) ÷ (1 − target pool − investor stake − SAFE stakes)
Each holder’s exit value = final stake × sale value

Assumptions and limits

  • Educational simulation. The option pool is topped up before the round to the target percentage after the round (the “option pool shuffle”), and the unallocated pool is treated as its own slice.
  • It does not consider liquidation preference or taxes. SAFEs and convertible notes are included only if filled in, using a simplified post-money model (the round investor keeps the agreed stake; the SAFE dilutes existing shareholders); MFN, pro rata rights and specific clauses are not included. Investment contracts should be reviewed by a corporate lawyer.

Official sources and references

Frequently asked questions

What is a cap table?

The company’s capitalization table: the list of founders, investors and the option pool, with each one’s ownership after every round.

How do I calculate shareholder dilution?

Each existing shareholder’s stake is multiplied by (1 − the new investor’s stake). The investor’s stake is investment ÷ post-money.

How do I read the default example?

After raising $18.5 million in three rounds, the three founders hold 42.3% combined, the option pool 15% and investors the rest. At the $75 million Series A post-money, the founders’ stake is worth about $31.7 million; in a $300 million sale they would receive about $127 million combined, before preferences and taxes.

What is an option pool?

Shares set aside for stock options for key employees, usually 10% to 15%, normally created before the round.

What is a liquidation preference?

A term that guarantees investors get back what they invested before the founders when the company is sold.

Where do I get each round’s pre-money and target pool?

From the investor’s term sheet, which states the pre-money valuation, the investment amount and the pool required after the round. For future rounds, use market figures for your stage and sector as estimates and rerun the simulation when an offer arrives.

What are the limits of this simulator?

It does not handle liquidation preferences, convertible notes, SAFEs, valuation caps, anti-dilution, vesting or taxes, and it treats the unallocated pool as its own slice. Investment contracts should be reviewed by a corporate lawyer.

Related calculators

See all in Valuation & fundraising ›

Cap table and dilution: how founders’ stakes change after each round

The cap table (capitalization table) shows who owns the company and how much each owner holds. In every funding round the company issues new shares to investors, and the stake of every existing shareholder shrinks. That is dilution.

How dilution works

The new investor’s stake is investment ÷ post-money. If they put in $500,000 at a $3 million pre-money, they get 14.3%, and every other shareholder keeps 85.7% of what they had. In the calculator’s example, after the angel, seed and Series A rounds, the three founders, who started with 100%, hold 42.3% combined.

The example uses the calculator’s default values; replace them with your own.

Smaller percentage, more valuable stake

Dilution does not mean losing money when the round increases the company’s value. In the example, the founders own 42.3% of a company valued at $75 million, a stake worth about $31.7 million on paper. The calculator’s chart shows the percentage falling and the value of the stake rising, round by round.

The option pool

Investors usually require a stock option pool for key employees, typically 10% to 15%, created before the round. That is why it dilutes only the existing shareholders, not the new investor. This effect, known as the option pool shuffle, makes the founders’ effective pre-money lower than the headline figure.

What the calculation does not show

When the company is sold, investors usually have a liquidation preference: they get their money back before the founders. In low-value sales this changes the split a lot. Convertible notes, SAFEs, valuation caps and anti-dilution clauses also affect the outcome. Investment contracts should be reviewed by a corporate lawyer.