Cap Table & Dilution Modeler
Model exactly how founder ownership dilutes across priced financing rounds. Start from founding common plus an option pool, then layer up to five rounds — each with its own pre-money valuation, new money raised, and post-round option-pool target. Every round applies the standard pre-money pool shuffle, prices the new shares off the pre-money fully-diluted count, and recomputes each stakeholder's ownership. Pure client-side math — your cap table never leaves your device.
Cap Table Inputs
Founding
Priced Rounds
Each round tops the option pool up to its target % of post-round fully-diluted (pre-money shuffle), then issues new shares for the new money. Disabled rounds are ignored.
Dilution Summary
Cap Table Evolution — Ownership %
Per-Round Detail
Methodology — math used in this model
Founding — The option pool is implied so that ESOP / (Founders + ESOP) = pool%, i.e. ESOP = Founders × pool / (1 − pool). Fully-diluted (FD) = Founders + ESOP. Every stakeholder's ownership is its share count ÷ FD at that point in time.
Round price — Price per share = pre-money valuation ÷ FD_pre, where FD_pre is the fully-diluted count before this round's new shares. New-money shares = raise ÷ price.
Option-pool top-up (pre-money shuffle) — The pool is enlarged to the target % of post-round fully-diluted, and the top-up is created at the pre-money price so it dilutes existing holders — not the new investor. Solving existingESOP + topup = target × (FD_pre + newMoneyShares + topup) gives topup = (target × (FD_pre + newMoneyShares) − existingESOP) / (1 − target). If that is negative (the pool is already above target) the top-up is zero.
Post-round — Post-round FD = FD_pre + topup + newMoneyShares. Post-money valuation = pre-money + raise. The round's investor shares = newMoneyShares; the top-up is added to ESOP; FD advances for the next round.
What's intentionally omitted — Secondary sales, multiple share classes / preferences, liquidation waterfalls, and SAFE / convertible-note conversions are out of scope here. For pre-priced-round SAFEs and notes, use the SAFE converter tool.
Educational financial-modeling tool — not investment advice and not a substitute for institutional-grade valuation work. All math runs in your browser; no inputs are sent to a server.