Cap table template for seed founders
last updated: Sep 9, 2025
TL;DR
Use this cap table template to model founder ownership, option pool, and investor dilution with post-money SAFE math. Keep it simple, show hiring needs, and negotiate the pool with real numbers.
How to:
How to:
- Duplicate the Sheet. Enter founder shares, pool, and any SAFEs.
- Model the seed round. Set pool size and raise.
- Sanity-check dilution against Benchmarks before you send a term sheet.
Glossary
- Cap table: Ownership ledger of all shares and grants.
- Option pool: Reserved shares for future hires and advisors.
- Post-money SAFE: Simple Agreement for Future Equity. Post-cap math.
- Pro-rata: Right to maintain ownership in later rounds.
- Dilution: Ownership percent goes down when new shares are issued.
- Fully diluted: As if all options and convertibles were issued.
- Pre-money valuation: Company value before new investment.
- Post-money valuation: Pre-money plus the new investment.
Using this cap table template
- Set the starting point. List founders and initial founder shares. Add a starting option pool if you already created one.
- Add SAFEs correctly. Enter each post-money SAFE with its valuation cap and amount. Treat SAFEs as their own round. They dilute later in the priced round.
- Plan the option pool. Size the option pool for hires until the next round. Start with 10 percent, then adjust to match your hiring plan.
- Model the seed round. Enter target valuation and raise. Decide whether the pool increase happens pre-money or post-money. The template shows both so you can compare. If you are choosing between a priced round and a SAFE, read term sheet vs SAFE.
- Check pro-rata impact. If you granted pro-rata side letters, the model shows how much of the priced round must go to existing investors to keep their percentage.
- Review Benchmarks. Compare your dilution and pool to the table below. If you are far off, fix inputs or reset expectations.
- Share politely. Export the “Investor view” tab as a PDF. Add one slide to your deck with round size, pool, and resulting ownership. Before you promise equity to a partner, see design partner agreement. To support a higher valuation with proof, use B2B case study template.
Benchmarks
What this means
- Medians vary by region. Use them as sanity checks, not targets.
- Ten percent pool is a starting point. Your hiring plan wins.
- If many angels have pro-rata, your Series A new-money slice shrinks. Plan it.
Sample math. Founders 100%. Create a 10% option pool. Founders now 90%. You raise $2.5M at a $15M post. Investor owns 2.5/15 = 16.7% post. Founders go to 73.3% if no pool increase and no SAFEs. If you add a pre-money pool top-up to 15%, founders drop further. The template shows both.
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Post-money SAFE vs priced seed
What they are
When to use what
Cap table impact in simple terms
- Post-money SAFE: A short agreement where an investor gives money now. They get shares later when you price a round. Their ownership is calculated from a post-money cap, so it is more predictable.
- Priced seed: You sell shares at an agreed valuation now. You set a board and standard investor rights.
When to use what
- Use a post-money SAFE when you want speed, small checks, and simple paperwork. You can close investors one by one.
- Use a priced seed when you need a board, clear governance, and a fixed investor percentage today.
Cap table impact in simple terms
- With post-money SAFEs, all SAFEs convert at the next priced round. They dilute everyone at that time. Pro-rata is not automatic. It needs a side letter.
- With a priced seed, the new investor percentage is set now. Pool top-ups before the round usually dilute founders more than new investors. Pro-rata is negotiated in the term sheet.
Templates
Template tour
Copy-paste examples
Scenario A. Clean seed with no SAFEs
Inputs tab:
Scenario B. SAFEs before the round
SAFEs tab: add rows
Scenario C. Pool negotiation with a hiring plan
- Inputs tab. Set round size, valuation, pool mode (pre or post), pool target, and currency.
- SAFEs tab. One row per SAFE: investor name, amount, valuation cap, discount if any.
- Cap table tab. Fully diluted ownership for founders, option pool, SAFEs, and new investors.
- Investor view tab. One-page export with only what an investor needs.
Copy-paste examples
Scenario A. Clean seed with no SAFEs
Inputs tab:
- Round size = 2,500,000
- Post-money valuation = 14,800,000
- Pool mode = Pre-money
- Pool target = 10%
- New investor ≈ 16.7%
- Founders ≈ 73.3%
- Option pool ≈ 10%
Scenario B. SAFEs before the round
SAFEs tab: add rows
- Angel A: Amount = 250,000. Cap = 8,000,000. Discount = 0%.
- Angel B: Amount = 500,000. Cap = 10,000,000. Discount = 0%.
- Priced round size = 3,000,000
- Pre-money valuation = 18,000,000
- Pool mode = Pre-money
- Pool target = 12%
- SAFE holders show as their own line items.
- New investor percent is set by the priced round.
- Founders and pool are lower than Scenario A because SAFEs convert.
- If Angel A has pro-rata, tick it in the model. See how new-money allocation shrinks.
Scenario C. Pool negotiation with a hiring plan
- Inputs tab: start with Pool target = 10%.
- Add a short list of hires until the next round: 1 senior engineer (0.5–0.75%), 2 mid engineers (0.2–0.4% each), 1 product designer (0.2–0.4%), 1 GTM lead (0.4–0.8%), advisers 0.5–1.0% total.
- Increase Pool target only if the plan does not fit. Share the plan with investors. Point them to the Carta option pool guide.
Risks
- Oversized pool. Fix: show a 12-month hiring plan and negotiate to 10–12 percent.
- Stacked pro-rata letters. Fix: cap total allocation for SAFE holders.
- Wrong unit. Fix: use fully diluted shares for all inputs.
- Ignoring adviser grants. Fix: budget 0.5–1.5 percent inside the pool.
- Multiple currencies. Fix: set one reporting currency and add a short FX note.
- Late cleanup. Fix: reconcile monthly. Send investors the Investor view.
FAQ
- You:How big should my option pool be at seed?Guide:Start with 10 percent as a rule of thumb. Size to hires through the next round.
- You:How do SAFEs convert in this template?Guide:Each SAFE uses post-cap math. SAFEs do not dilute each other. All SAFEs are diluted by the priced round and any pool increase there.
- You:What does pro-rata do to my Series A?Guide:Investors with pro-rata take part of the new-money allocation. That reduces room for new investors. Plan the split early.
- You:USD vs EUR formatting?Guide:Set “$1,234,567.89” for USD. Set “€1.234.567,89” for EUR. Pick one reporting currency in the Sheet, then add an FX note.
- You:Should advisors sit in the option pool?Guide:Yes. Budget up to 1 percent total for advisors in the pool at seed.
- You:How to model multiple SAFEs?Guide:List each on its own row. Enter amount, cap, and discount if any. The template rolls them up.
- You:Pre-money vs post-money SAFE?Guide:Post-money SAFE makes investor ownership more predictable. Pre-money SAFE can understate dilution if you stack them. Use post-money unless counsel says otherwise.
- You:What does “post-money valuation” mean in practice?Guide:It is the value after new money lands. Formula: pre-money + new investment. Example: $12.5M pre + $2.5M raise = $15M post.
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