Written by — Co-Founder, Expert Sapiens
Reviewed March 2026
Finance & Accounting
What Is Cap Table?
Definition
A capitalization table (cap table) is a spreadsheet that tracks who owns what in a company — listing all shareholders, the type and amount of equity they hold, and the percentage of ownership.
A cap table records the ownership structure of a company including founders, employees with options, and investors. It tracks common shares, preferred shares, options (granted, vested, and unexercised), warrants, and convertible instruments like SAFEs and convertible notes. As a company raises capital, a clean cap table is essential for understanding dilution, calculating investor returns, and modeling future rounds. A messy or inaccurate cap table is a serious red flag during due diligence and can delay or kill a fundraising round. Tools like Carta or Pulley are commonly used to manage cap tables, but understanding what's on it is a finance and legal responsibility.
Why it matters
Your cap table determines how much of the company you and your team actually own — and how that changes with each fundraise. Founders who don't understand their cap table often get surprised by how much dilution has occurred. A finance advisor or startup attorney can help you model future dilution, understand option pool mechanics, and structure raises to protect founder ownership.