Cap Table Template: Free Excel Download + Example (2026)

Sooner or later, an investor asks for your cap table. It sounds like admin. It isn't. That one spreadsheet shows who owns your company today and who will own it after the next round. Investors use it to price the deal and to check your paperwork. Below is a free startup cap table template in Excel. It runs from founding to Series A, with a SAFE and an option pool. We explain the maths behind every line in plain English.

A cap table, short for capitalization table, lists everyone who owns part of your company. It also lists anyone promised a part, such as staff with options, the unused option pool and SAFE investors. Each line shows their shares and their percentage of the fully diluted total. That total is what investors use to price a round.

What does a cap table show?

A cap table shows each holder, what they hold and what share of the company that is. The usual lines are founders' shares, staff options and the unused option pool. Then come SAFEs or notes and each round of preferred shares. A good one also records the price paid, the date and the document behind every line.

Say you and a co-founder each hold 4.5M shares. You've granted 400,000 options to your first hires and set aside 600,000 more for future ones. That's 10M shares, fully diluted. Each of you owns 45%, even though nobody has exercised an option yet.

Fully diluted means you count every share that exists or has been promised. That includes options nobody has exercised and pool options nobody holds yet. Term sheets almost always price a round on this number (Carta). Work out percentages on issued shares only and everyone looks bigger than they are. Your numbers then won't match the investor's.

The lines you'll usually see:

• Common shares — what founders and early employees hold.
• Options — the right to buy shares later at a fixed price. Granted options belong to someone. The unused pool is set aside for future hires. Our equity compensation guide explains vesting and option types.
• SAFEs and convertible notes — money in now, shares at the next priced round.
• Preferred shares — what investors get in a priced round, with extra rights such as a liquidation preference.

Cap table template (free Excel download)

A cap table looks like a grid. Holders run down the side and the rounds run across the top, with shares and a percentage in each cell. Our template has four tabs: How to use, Inputs, Cap table and Round maths. You change the blue cells on Inputs, and every other number updates, because each one is a formula.

Here's what you fill in, and where each number comes from.

How to fill in the template

1. Start with what's signed — enter only shares, options and SAFEs that have paperwork and a board approval. An offer letter that mentions options isn't a grant yet.
2. Add your SAFE — amount, cap and discount. The second column shows it at its cap, which is the slice it has locked in.
3. Copy in the term sheet — pre-money, round size and pool target. The seed column is now a pro forma cap table: what you'd own if the round closed on those terms.
4. Read the checks — every line under the table should say OK. If one doesn't, an input is off.
5. Try the bad case — cut the pre-money by a quarter, or set the pool to 15%, and see what you keep.

The file opens in Excel and Google Sheets. If you'd rather click than type, our dilution calculator runs similar maths in your browser.

How does a cap table change from round to round?

Each round adds new shares, so everyone's percentage falls, even though nobody loses a share. A SAFE locks in its slice first. Then the seed adds investor shares and an option pool top-up, and the Series A does it again. In our template's example, the founders go from 90% at founding to 43% after the Series A.

Here's what happens at each step. At founding, the two founders hold 90% between them. Staff options and the unused pool make up the rest.

Then they raise $1M on a SAFE with a $10M post-money cap. No shares are issued yet. But the SAFE has locked in 10% of the company as it stands, so the founders are really at 81%.

The seed is $4M at a $16M pre-money, so the new investors get 20% of a $20M company. Our post-money valuation guide shows that step. Three things happen at once. The SAFE converts, the pool is topped up to 10% and the new shares are issued. The founders end the round at 59.9%.

Between rounds, the company hires and grants 1M options, two-thirds of the pool. So the Series A lead asks for a top-up again. After $10M at a $40M pre-money, the founders own 43.4%. Each founder still holds the same 4.5M shares. The Series A investors paid $2.41 a share for theirs.

That's a clean path. On Carta's founder ownership data, the median founding team keeps about 56% after the seed. After the Series A, the median is 36%.

A strong round can sell less of the company. For a $4M pre-seed round, we built the founders' pitch deck from scratch before they had a product. They got 3 term sheets and closed at a $40M valuation, which works out at roughly a tenth of the company. Our dilution benchmarks by stage show where a typical round lands.

How do SAFEs and convertible notes show up on a cap table?

A SAFE sits on the cap table as a promise of shares until the next priced round. Then it converts at its cap price or its discount price, whichever gets it more shares. A post-money SAFE locks in its percentage when you sign. The new round's money and its new option pool then dilute the SAFE holder like everyone else.

SAFEs are now the standard way to raise a pre-seed round. Carta found them in 93% of pre-seed rounds in Q2 2026.

Here's the conversion in the template, step by step. The cap price is the cap divided by the company's shares just before the seed, counting the SAFE's own shares. That works out at $0.90. The discount price is 80% of what the seed investors pay. They pay $1.33, so the discount price is $1.07. The cap price is lower, so the SAFE converts at the cap and gets 1.11M shares.

With a 20% discount, the discount wins whenever the seed price is less than 25% above the cap price. In the first half of 2026, 21% of post-money SAFEs on Carta had both a cap and a discount. Most, 73%, had a cap only.

One mix-up is worth clearing up. You'll often read that a SAFE gives its investor a fixed percentage of the company, whatever happens next. Not quite. It locks in a percentage of the company as it stands just before the priced round. Y Combinator says the post-money cap isn't "post" the new round's money or its new option pool. In the template, the SAFE's 10% becomes 7.4% after the seed.

A convertible note converts the same way, with one difference. It's a loan, so interest builds up, and the interest usually converts too. Say a $500K note runs for a year at 6% interest. About $530K converts. Our convertible note guide has the mechanics, and the SAFE guide covers caps, discounts and MFN terms.

Raising in the UK?

UK rounds with SEIS or EIS investors often use an advance subscription agreement (ASA) instead of a SAFE. HMRC's rules for SEIS are strict (HMRC). The money can't be refunded and the terms can't change. There's no interest, and there must be a longstop date for issuing the shares. As a general rule, HMRC expects that date within 6 months of signing. On the cap table, an ASA sits where the SAFE sits in the template until the shares are issued.

What is the option pool shuffle?

The option pool shuffle is a top-up to the option pool that happens before the round, inside the pre-money valuation. The new options come out of the existing holders, not the new investor. The headline valuation stays the same, but your price per share drops. In practice, it's a lower valuation that doesn't look like one.

Most term sheets ask for one. HSBC Innovation Banking found a new or topped-up pool in 71% of the term sheets in its 2026 guide. The top-up is usually counted in the pre-money shares, so it doesn't dilute the new investors (Carta).

Here's what that does in the template. At the seed, the headline pre-money is $16M. But at the seed price, the 10M shares that existed before the round are worth $13.3M. The rest of the pre-money pays for the converting SAFE, worth $1.5M, and the new pool options, worth $1.2M.

A bigger pool isn't a gift to your future team. It's a lower price for the round. HSBC's data puts the most common pool at 10% to 15%, with 10% the most frequent.

So bring a hiring plan to the negotiation. List the roles you'll fill before the next round and the equity each one needs. Then ask for a pool that covers that, or for part of the top-up after the round. In the US, pools are usually sized in the pre-money, while UK practice varies more (HSBC Innovation Banking). Our term sheet guide covers the negotiation.

Which cap table mistakes slow down due diligence?

The mistakes that slow diligence are gaps between the cap table and the paperwork. Think options promised in offer letters but never approved, SAFEs left off the table, or unvested shares a departed co-founder still holds. In our work on 600+ successful rounds since 2014, the fix is usually the same. Keep one fully diluted table, with a signed document behind every line.

Investors' lawyers rebuild your cap table from your documents. Cooley's sample diligence list asks for every holder, with issue dates and prices. It also asks for anyone who merely has rights to shares, which covers SAFEs and promised options.

• Options promised but never granted — an offer letter isn't a grant. The board has to approve it and lock in the strike price (Carta). Until then, it's a promise you still owe.
• SAFEs left off — a SAFE isn't shares yet, but it will be. Leave it off and every percentage on the table is wrong.
• Issued instead of fully diluted — percentages worked out on issued shares only. Your numbers won't match the investor's, and the gap looks like spin.
• A departed co-founder's unvested shares — if the company never bought them back, they're still on the register. The investor will ask why.
• Five versions of the truth — copies in email threads with different totals. Keep one master file and date every change.

Fix these before the term sheet, not after. We measured this in an internal study based on 48 months of client work. Data rooms indexed against investors' diligence lists cut Series A diligence time by about 30%. Our due diligence checklist shows what to prepare, and our guide to data rooms for startups shows how to set one up.

When we run a fundraising engagement, we check the cap table against the deck and the financial model. Investors should see the same numbers in all three.

When should you move from a spreadsheet to cap table software?

A spreadsheet works while your cap table is small and rarely changes. Think a few founders, a SAFE or two and a handful of option grants. Move to software once you grant options every month, have dozens of holders or add a second class of shares. By then, one broken formula costs more than the subscription.

Cost isn't much of a reason to wait. Carta Launch is free for startups with under 25 stakeholders and less than $1M raised. Our comparison of cap table management software covers Carta, Ledgy, Capboard and others, with their prices.

Keep the template either way. Software holds the official record. A spreadsheet is still the fastest way to test a term sheet before you sign it.