Valuation

Cap Table

Definition

Short for "capitalization table" — a spreadsheet showing every shareholder, every share class, every option grant, and every warrant in the company. It is the definitive record of who owns what. Cap tables track common stock, preferred stock, options (granted, vested, exercised), and convertible instruments.

Real-World Example

A Series B startup cap table might show: Founder A owns 3M common shares (30%), Founder B owns 2M (20%), Series A investors own 2M preferred (20%), Series B investors own 1.5M preferred (15%), option pool has 1.5M shares (15%) with 800K granted to employees and 700K unallocated.

Common Mistake

Not asking to see the cap table (or at least a summary) before accepting an offer. Without cap table context, knowing you have "10,000 shares" is meaningless. You need to know the total shares outstanding to calculate your ownership percentage, and the preference stack to understand what your shares are actually worth in various exit scenarios.

Why It Matters

The cap table is the ground truth of equity. Your offer letter tells you how many shares you get; the cap table tells you what those shares are actually worth. Always ask for total shares outstanding and the preference stack.

Related Terms

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