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Cap Table Simulator

Model dilution across pre-seed, seed, Series A, and beyond. See exactly what founders, ESOP, and investors own at every round — and how ESOP refreshes change everything.
Final founder ownership
43.20%
Round 1
Post-money
$5.8M
New investors
13.04%
ESOP
10.00%
Founder %
68.41%
Round 2
Post-money
$15.0M
New investors
20.00%
ESOP
8.00%
Founder %
54.72%
Round 3
Post-money
$38.0M
New investors
21.05%
ESOP
6.32%
Founder %
43.20%

What is the cap table simulator?

A cap table tracks who owns what percentage of your company. As you raise rounds, the cap table changes — existing holders get diluted, new investors come in, and the ESOP often gets "refreshed" before each round.

This simulator takes your starting cap table (founders + ESOP) and applies a sequence of priced rounds. For each round it shows the post-money valuation, the new investor's ownership, the ESOP refresh cost, and what's left for founders.

It's the most-asked-for calculation in venture finance — usually done in Excel by an analyst at the firm. Now you can run it yourself.

Why this matters for founders & operators

Founder ownership is the single most important number to track over time. Most successful founders end up owning between 15% and 30% of their company at IPO or acquisition. Dropping below 10% before Series B is a warning sign — typically caused by raising too much, too early, at too low a valuation.

The two biggest dilution events that surprise founders:

  1. ESOP refreshes — most term sheets require topping up the option pool to 10–15% post-money. This dilution comesonly from existing holders (mostly founders), not new investors.
  2. Pro-rata rights in subsequent rounds — older investors maintain percentage by participating, leaving even less room for founders if the round is small.

Run this simulator before every term sheet conversation. Knowing what you'll own three rounds from now helps you prioritize cap, raise size, and ESOP.

How to use this calculator

  1. 1
    Set your starting position

    Founder share + initial ESOP. The remainder is reserved for advisors or early investors.

  2. 2
    Add each round you've raised or plan to raise

    Pre-money valuation, investment amount, and target ESOP post-round. Defaults are typical for SaaS in 2026 — adjust to your actual or expected terms.

  3. 3
    Read the round-by-round breakdown

    Each round shows post-money, new investor %, ESOP %, and founder %. The headline number at the top is your final ownership after all rounds.

  4. 4
    Stress-test with different ESOP refreshes

    Set ESOP refresh to 0 vs 15% and watch the impact. Founders often forget that a 'standard 10% post-money option pool' can be 5+ percentage points of their personal stake.

  5. 5
    Compare scenarios

    Copy the shareable link, change the inputs, and compare side by side. Useful for picking between two competing term sheets.

FAQ

Why does ESOP refresh dilute only existing shareholders?+
Term sheets typically require the ESOP to be topped up before the round closes — meaning the dilution from creating new options comes out of the pre-money cap table (founders + earlier investors), not the new investor's share.
What's a normal founder ownership at Series B?+
Most successful founders are at 30–50% combined after Series B, depending on team size. Below 25% is concerning; above 60% is usually a sign of an under-priced round.
How do SAFEs affect this simulator?+
This simulator handles priced rounds. For SAFE conversion, use the dedicated SAFE Note Calculator first, then add the resulting investor % as a 'starting' investor before the next priced round.
Should I worry about my ownership percentage or my dollar value?+
Both. Percentage matters for control and incentives; dollar value matters for outcomes. The goal is to optimize the dollar value of your stake at exit, which usually means accepting some dilution if it dramatically improves outcome probability.
What's a healthy ESOP size at each stage?+
Pre-seed: 5–10%. Seed: 10–15%. Series A: 12–17%. The pool needs to be big enough to recruit through the next 18–24 months without another refresh.