A cap table, short for capitalization table, is the ledger that records who owns every share, option, warrant, and convertible security in your company and what percentage of the company each holder owns.

Your cap table is the single source of truth for ownership. Every financing, option grant, and exit runs through it, and investors will study it before they wire a dollar. A messy or inaccurate cap table can stall a round or a sale.

What goes on a cap table

A basic cap table lists each holder and the securities they own: founder common stock, investor preferred stock, options granted from the option pool, warrants, and any outstanding convertibles. For each line it shows the number of shares or units, the ownership percentage, and often the price paid and the date issued.

Fully diluted shares and how SAFEs, options, and preferred appear

The number that matters most is the fully diluted share count. That figure counts every share outstanding plus every share that could be issued if all options, warrants, and convertible instruments converted. Reading a cap table on a fully diluted basis shows true ownership, not the flattering version.

Different instruments show up differently. Preferred stock appears as issued shares, usually convertible to common at a stated ratio. Options appear as reserved or granted shares that dilute everyone when exercised. A SAFE is trickier, because it converts to equity only at a future priced round, so its share number is not fixed until then. A careful cap table models the SAFE’s conversion at the expected valuation so you can see the pro forma result before you sign.

Keeping your cap table clean

Use dedicated cap table software rather than a spreadsheet once you have more than a handful of holders. Record every issuance, transfer, and cancellation the moment it happens. Reconcile the cap table against your signed stock and option documents at each round. Every new issuance causes dilution, and you want the exact effect on your ownership in front of you before you agree to it.

This is general information, not legal advice.