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Cap table dilution calculator.

Model a priced round and see how ownership shifts across founders, existing investors, new investors, and the option pool. Add as many existing holders as you want: results recalculate live.

  • Add unlimited founders, employees, and existing investors
  • See pre-round vs. post-round ownership side by side
  • Pool top-up taken out of pre-money (the standard market convention)
  • Optional emailed PDF if you want to save the scenario
Inputs & results

Edit any field. Results update instantly. Defaults model a typical Series A: $3M into a $12M pre-money with a 10% pool top-up.

Existing holders (pre-round)
Priced round
$
$
%
Top-up comes out of the pre-money cap (founder dilution). Set equal to the existing pool % to skip the top-up.
Round math
Post-money valuation
Round price per share
New investor ownership
Total existing-holder dilution
Holder Shares Before After
Email me a PDF of this cap table.

We’ll send a clean PDF with the pre-round and post-round cap tables side-by-side, plus the round assumptions you used.

We’ll send the PDF. Check the box above for occasional corporate-records tips by email. We don’t share your email.

Pre-money pool top-up, then new money.

This calculator follows the standard market convention: the option pool top-up dilutes existing holders before the new money lands.

1
Post-money = pre-money + new money

Total company value after the round equals the pre-money valuation plus the new cheque size. Simple arithmetic, but every other number flows from this one.

2
Pool top-up lands first

Investors require the option pool to be at the target percentage on a post-money basis. The top-up gets created out of the pre-money cap, diluting existing holders.

3
Round price per share

Pre-money valuation divided by the pre-money fully-diluted share count (including the top-up). That sets the price the new investors pay.

4
New investor shares

New money divided by round price = new shares issued. They join the cap table at face value; existing holders are diluted proportionally.

The glossary behind the math.

Definitions for every term the calculator uses, plus sibling tools for SAFE conversions and corporate records.

Cap table Who owns what, fully diluted Option pool Pre-round top-up and dilution Preferred stock The class new investors typically receive Common stock What founders and employees hold Anti-dilution Protection against down rounds Liquidation preference Payout ordering on exit Option Pool / ESOP Planner Compare pre vs post-money pool top-up cost SAFE Conversion Simulator Model SAFEs before they hit the cap table Multi-SAFE Batch Simulator Convert a stack of SAFEs at one round Corporate Records Health Check See if your records will survive diligence Full glossary 86 terms across corporate records and equity

A cap table built from the share register.

Octelligence generates the cap table from the share register and records SAFEs, options and warrants alongside the shares, so ownership traces back to the issuances behind it.

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