Cap Table Template: Free Example + How to Build One

Most founders' first cap table is a spreadsheet someone started the week the company incorporated, and it usually works fine — right up until a SAFE, an option pool, or a second round enters the picture. This guide gives you a cap table template you can copy directly, a full worked cap table example with real numbers, and the steps to keep it accurate as your company grows.

We'll build the example the way a real seed-stage company actually looks: two founders, an option pool split between granted and unallocated shares, one SAFE that's already converted, and a seed round on top. By the end you'll have a structure to reuse, whether you keep it in a spreadsheet or move it into dedicated software.

What a cap table template needs, at minimum

A usable capitalisation table template has five columns, no matter how simple or complex the company behind it is: holder name, share class, shares held, fully diluted percentage, and a status flag for anything not yet converted into shares. Skip the status flag and a pending SAFE either disappears from the picture entirely or gets counted as if it were already common stock — both are wrong in different ways. Standard-form financing documents published by the NVCA use broadly this same structure, which is one reason it's worth sticking to rather than inventing your own columns.

Share class matters because a common share and a preferred share are not interchangeable, even when the raw share count looks similar. Preferred stock usually carries a liquidation preference and other rights that change what a holder actually receives at exit. If that distinction is new to you, preferred stock vs common stock covers it in full before you build the template out.

Beyond those five essentials, three optional columns save real time later: vesting start date and cliff length for founders and employees, the price per share paid in each round, and a grant or certificate number per holder. None of these change a fully diluted percentage on their own, but they're exactly what an investor's diligence request or an acquirer's escrow calculation asks for next, and reconstructing them from old board minutes months after the fact costs far more time than adding a column now.

A worked cap table example

Here's a sample cap table for a seed-stage company: two founders with 4,500,000 shares each, an option pool split between granted and unallocated shares, an earlier SAFE that converted into preferred stock, and a $2,500,000 seed round. All percentages are fully diluted, meaning the option pool's unallocated shares are counted even though nobody holds them yet.

Notice that the SAFE doesn't get its own separate holding once it's converted — it becomes an ordinary preferred stock row, priced by whatever cap or discount the SAFE agreement set. Before conversion, that same row would sit in a pending section instead, showing its expected shares without claiming a slot in the issued share total. How a post-money SAFE actually converts walks through exactly how those expected shares get calculated.

Why the option pool gets two rows, not one

A single 'option pool' line hides the one number that actually tells you something: how much of the pool is spoken for. Splitting granted from unallocated shares shows both how much dilution current employees have already caused, and how much runway is left before the pool needs topping up again — a decision that dilutes everyone else on the table when it happens. A template that only shows the combined 11.2% figure looks tidy, but it can't tell you whether that headroom is enough to make three more hires or none at all.

Building the template step by step

The steps below turn the structure above into something you can reuse for your own company. Work through them in order — each one builds on the last, and skipping the pool split or the pending-SAFE section is the most common way a template ends up wrong later.

• List your share classes — common, option pool, and one preferred class per priced round.
• Add founders with their shares issued and vesting schedule.
• Add the option pool, split into granted and unallocated rows.
• Add SAFEs and notes as pending, not as issued shares, until they convert.
• Add each priced round as its own preferred stock row as it closes.
• Calculate fully diluted percentages against the full share-equivalent total.
• Keep the template updated as vesting, hiring, and rounds change the numbers.

Mistakes that make a template wrong later

A handful of errors account for most broken cap tables, and none of them are exotic.

• Treating unallocated pool shares as if they don't count — they dilute existing holders the moment they're reserved, not just when someone is eventually hired into them.
• Recording a SAFE as common stock instead of a pending conversion — it inflates the issued share count before any shares actually exist.
• Using shares issued today as the denominator instead of the fully diluted total — every percentage on the table then looks larger than it really is.
• Forgetting to update vesting status after a departure — an unvested leaver's forfeited shares should return to the pool, not stay parked under their name.
• Merging multiple rounds into one preferred stock line — each round usually carries different terms, and collapsing them hides which investor holds which rights.

Most of these are quick to fix once caught. The expensive ones are the ones nobody catches until a term sheet or an acquisition offer depends on the number being right.

Where a spreadsheet cap table starts to break

A cap table excel file is genuinely fine for a two-founder company with no outside money — there's one class of stock, no pool, and nothing pending. The trouble starts once a second round, a SAFE, or an option pool enters the sheet, because fully diluted percentages then depend on formulas that reference each other across several tabs, and one wrong cell reference silently misstates everyone's ownership without throwing an error.

We've seen this play out at seed stage more than once: a founder builds a clean two-tab spreadsheet at incorporation, adds a SAFE eighteen months later by copying a row instead of updating the fully diluted formula, and doesn't notice the resulting five-point ownership error until an investor's diligence request catches it during the next raise. Nobody had bad intentions. The spreadsheet just wasn't built to carry that much structure.

This is the point where dedicated tooling starts to earn its keep. Purpose-built cap table software applies the fully diluted calculation consistently every time a SAFE, a pool, or a round is added, instead of relying on formulas nobody fully remembers writing. Startup-specific resources such as Y Combinator and Cooley GO consistently point to keeping ownership records accurate as basic hygiene, not a task to catch up on right before a raise. If you're comparing options, our roundup of cap table software covers what to look for beyond spreadsheets.

Fully diluted percentage is the number that matters

Whichever format you use, report ownership on a fully diluted basis, not against shares issued today. In the worked example above, the unallocated pool alone is 7.2% of the company — shares nobody holds yet, but that dilute every existing holder the moment they're reserved. Leave that slice out and every other percentage on the table looks larger than it will actually be once the pool fills up. Our fully diluted glossary entry covers the definition in more depth, and what is a cap table is the right next read for the full picture of how these numbers move over time.

Start with a real cap table, not a guess

A template gets you the right structure. It doesn't calculate fully diluted percentages correctly on its own, and it won't catch a SAFE conversion error before an investor does. Foundily's free cap table calculator builds this exact structure for you — founders, option pool, SAFEs, and rounds — and keeps the fully diluted math correct as your company grows, so the table you're showing investors is the one you can actually trust.