Seed Stage Cap Table Model Your Ownership Dilution

Seed Stage Cap Table Template (Excel & Sheets)

last updated: Feb 27, 2026
You are likely staring at a term sheet or a stack of SAFEs, trying to figure out how much of your company you will actually own after this round. This template cuts through the noise to model your exact dilution without needing a finance degree.

TL;DR

A seed stage cap table template is a modeling tool used to calculate founder dilution after converting SAFEs and issuing new shares. Most founders overcomplicate this; you only need to know the price per share and the post-money ownership split.

  • Benchmark: Founders typically retain 50-60% ownership after a Seed round. This accounts for the round itself (~20% dilution) plus the conversion of previous pre-seed notes.
  • Rule: Always model the option pool shuffle in the pre-money valuation. It is where investors hide 10-15% of extra dilution.
  • Warning: Do not mix Pre-Money and Post-Money SAFEs in the same calculation without normalizing them first. It breaks the math.

How to use this asset: Copy the tables below into Google Sheets or Excel to build your model. Ensure you rename your tabs exactly as "Tab1", "Tab2", and "Tab3" for the formulas to work.

Glossary

  • Fully Diluted Shares: The total count of shares assuming all convertibles (options, warrants, SAFEs) are exercised. This is your "real" denominator.
  • Post-Money SAFE: A simplified convertible instrument where the valuation cap is locked in relative to the total company ownership after the SAFE converts. This Y Combinator standard is now the default for early-stage fundraising.
  • Promote (Option Pool): Shares set aside for future employees. Investors usually demand this comes out of your pocket (the pre-money valuation) rather than theirs.

The Asset (Copy This)

Open a blank Google Sheet or Excel file. Create three tabs named exactly as listed below. Copy the data and formulas into the respective cells. This creates a functional seed stage cap table template.
Tab 1: Current State (Pre-Seed)
Paste this into the first tab. These are your current hard numbers.
Row
A (Shareholder)
B (Common Shares)
C (Ownership %)
1
Founders
8,000,000
=B1/SUM(B1:B3)
2
Early Hires/Advisors
500,000
=B2/SUM(B1:B3)
3
Unallocated Option Pool
1,500,000
=B3/SUM(B1:B3)
4
Total Fully Diluted
=SUM(B1:B3)
100%
Tab 2: The Inputs (Round Modeling)
Paste this into the second tab. Only edit the numbers in the "Input" column.
Row
A (Variable)
B (Input)
C (Notes)
1
Pre-Money Valuation
$10,000,000
The valuation cap or negotiated price.
2
New Cash (Seed Round)
$2,000,000
Fresh capital entering the bank.
3
Total SAFEs Converting
$500,000
Sum of all pre-seed notes/SAFEs.
4
Target Post-Money Pool
10%
Size of option pool investors require (usually 10-15%).
Tab 3: Post-Money View (The Math)
Paste this into the third tab. This calculates the new share price and your final stake.

1. Calculate Price Per Share:
Note: This formula uses a simplified method. For exact legal compliance, consult your lawyer, but this works for modeling.
  • Cell B1 (Post-Money Valuation): =Tab2!B1 + Tab2!B2 (e.g., $12M)
  • Cell B2 (Price Per Share): =Tab2!B1 / Tab1!B4 (e.g., $1.00)
2. The Final Table:
Row
A (Shareholder)
B (Old Shares)
C (New Shares Issued)
D (Total Shares)
E (Final Ownership)
1
Founders
=Tab1!B1
0
=B1
=D1/D$6
2
Existing Hires
=Tab1!B2
0
=B2
=D2/D$6
3
SAFE Holders
0
=Tab2!B3 / Tab3!B2
=C3
=D3/D$6
4
Seed Investors
0
=Tab2!B2 / Tab3!B2
=C4
=D4/D$6
5
New Option Pool
=Tab1!B3
(See Formula Below)
=B5+C5
=D5/D$6
6
TOTAL
=SUM(D1:D5)
100%
Sample math for Cell C5 (Option Pool Top-up):
To reach a target 10% post-money pool, you often need to create new shares.
Formula: =(Tab2!B4 * D6) - B5
Note: This creates a circular reference in Excel/Sheets because the total share count depends on the pool size. A simpler manual hack is to increase the Option Pool in Tab 1 until Tab 3 Cell E5 equals 10%.

Benchmarks

Knowing your numbers is useless if you do not know what is normal. Compare your output against these standards:
  • Founder Ownership: Expect to hold 50-60% post-seed. If you drop below 50% at the seed stage, you may struggle to have enough skin in the game for Series A.
  • Round Dilution: Raising $2M on a $10M pre-money valuation results in roughly 16-17% dilution from new money.
  • SAFE Dilution: Early notes typically chew up another 4-6%. Carta’s data confirms median Seed dilution is usually around 20%, but total dilution including option pools often hits 25%.

Excel Templates vs Cap Table Software

Founders often ask if they should pay for software immediately. Here is the breakdown:
1. Spreadsheet Templates (Excel/Sheets)
  • Pros: Free, infinitely customizable, forces you to understand the math.
  • Cons: Prone to broken formulas, version control nightmares, and circular reference errors.
  • Verdict: Use this for modeling rounds and early planning (Pre-Seed to Seed).
2. Cap Table Software (Carta/Pulley)
  • Pros: Automated 409A valuations, investor-grade compliance, manages electronic securities.
  • Cons: Expensive ($3k+/year), overkill for a company with two founders and no cash.
  • Verdict: Mandatory once you close your priced Seed round or have more than 10 stakeholders.

Risks: Where Founders Get Burned

Even with a perfect SaaS cap table framework, specific terms can destroy your equity.
  • The Option Pool Shuffle: Investors will ask for a 10-15% option pool in the pre-money. This effectively lowers your pre-money valuation. If you negotiate it into the post-money, you and the investors share the dilution. If it stays pre-money, you pay for it alone.
  • Dead Equity: Shares held by co-founders or advisors who are no longer contributing. Ensure you have a standard 4-year vesting schedule with a 1-year cliff to claw back unearned shares.
  • Stacking SAFEs: Raising multiple rounds of SAFEs with different caps creates a "layer cake" of dilution. When these convert simultaneously, you might own significantly less than you modeled.

Will a perfect cap table actually get you to $10k MRR?

No. Mastering this seed stage cap table template is a necessary administrative step to ensure you aren't robbed by bad math, but it is not the business itself.

You can have a pristine cap table with perfectly modeled 60% founder ownership, but if your offer is weak, your equity is worth 60% of zero. Investors don't buy spreadsheets; they buy traction. Use this tool to sign the deal fast, then get back to selling.
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FAQ
  • You:
    Should I include the option pool in the pre-money valuation?
    Guide:
    Investors will insist on it. If you put the option pool in the post-money, the dilution is shared by everyone (including the investors). If it is in the pre-money, the dilution is borne entirely by you (the founders).
  • You:
    How do valuation caps affect this template?
    Guide:
    If your SAFEs have a valuation cap lower than your current round's pre-money valuation, they convert at the lower capped price. You essentially get "punished" for raising at a higher valuation later because those early investors get more shares for cheaper.
  • You:
    What is the difference between this and a Series A cap table?
    Guide:
    A Seed template focuses on converting convertible instruments (SAFEs/Notes) into equity for the first time. A Series A cap table usually deals with priced equity converting to priced equity, often involving more complex liquidation preferences and anti-dilution provisions.
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