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Capitalization Table Template

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CAPITALIZATION TABLE

[COMPANY NAME]
Capitalization Table

As of: [DATE]

Prepared by: [NAME/TITLE]

Summary Capitalization
Detailed Share Ownership
Option Pool Details
Convertible Securities
Fully-Diluted Capitalization
Scenario Analysis
Historical Rounds Summary

1. SUMMARY CAPITALIZATION

1.1 Authorized Shares

Share Class	Authorized	Issued	Available
Common Stock	[NUMBER]	[NUMBER]	[NUMBER]
Series Seed Preferred	[NUMBER]	[NUMBER]	[NUMBER]
Series A Preferred	[NUMBER]	[NUMBER]	[NUMBER]
Series B Preferred	[NUMBER]	[NUMBER]	[NUMBER]
Total	[TOTAL]	[TOTAL]	[TOTAL]

1.2 Outstanding Securities Summary

Category	Shares	% Outstanding	% Fully-Diluted
Common Stock	[NUMBER]	[XX]%	[XX]%
Series Seed Preferred	[NUMBER]	[XX]%	[XX]%
Series A Preferred	[NUMBER]	[XX]%	[XX]%
Total Outstanding	[TOTAL]	100%	[XX]%
Option Pool (Granted)	[NUMBER]	-	[XX]%
Option Pool (Available)	[NUMBER]	-	[XX]%
Warrants	[NUMBER]	-	[XX]%
Convertible Notes	[NUMBER]*	-	[XX]%
SAFEs	[NUMBER]*	-	[XX]%
Total Fully-Diluted	[TOTAL]	-	100%

*Shares shown for convertible instruments assume conversion at current cap/price

2. DETAILED SHARE OWNERSHIP

2.1 Founders and Common Stockholders

Holder Name	Shares	% Outstanding	% Fully-Diluted	Vesting Status	Notes
Founders:
[Founder 1]	[NUMBER]	[XX]%	[XX]%	[XX]% vested	Co-Founder, CEO
[Founder 2]	[NUMBER]	[XX]%	[XX]%	[XX]% vested	Co-Founder, CTO
[Founder 3]	[NUMBER]	[XX]%	[XX]%	[XX]% vested	Co-Founder
Early Employees:
[Employee 1]	[NUMBER]	[XX]%	[XX]%	[XX]% vested	Early Exercise
[Employee 2]	[NUMBER]	[XX]%	[XX]%	[XX]% vested	RSA
Advisors:
[Advisor 1]	[NUMBER]	[XX]%	[XX]%	[XX]% vested
Other:
[Other Holder]	[NUMBER]	[XX]%	[XX]%	100% vested
Total Common	[TOTAL]	[XX]%	[XX]%

2.2 Preferred Stockholders

Holder Name	Series	Shares	Investment	Price/Share	% Outstanding	% Fully-Diluted
Series Seed:
[Investor 1]	Seed	[NUMBER]	$[AMT]	$[PRICE]	[XX]%	[XX]%
[Investor 2]	Seed	[NUMBER]	$[AMT]	$[PRICE]	[XX]%	[XX]%
Subtotal Seed		[TOTAL]	$[TOTAL]		[XX]%	[XX]%
Series A:
[Lead Investor]	A	[NUMBER]	$[AMT]	$[PRICE]	[XX]%	[XX]%
[Investor 3]	A	[NUMBER]	$[AMT]	$[PRICE]	[XX]%	[XX]%
[Investor 4]	A	[NUMBER]	$[AMT]	$[PRICE]	[XX]%	[XX]%
Subtotal Series A		[TOTAL]	$[TOTAL]		[XX]%	[XX]%
Total Preferred		[TOTAL]	$[TOTAL]		[XX]%	[XX]%

3. OPTION POOL DETAILS

3.1 Option Pool Summary

Category	Shares	% Fully-Diluted
Total Option Pool	[NUMBER]	[XX]%
Granted (Outstanding)	[NUMBER]	[XX]%
Exercised	[NUMBER]	[XX]%
Cancelled/Forfeited	[NUMBER]	[XX]%
Available for Grant	[NUMBER]	[XX]%

3.2 Outstanding Options

Holder Name	Grant Date	Shares	Exercise Price	Vested	Unvested	Expiration	Type
[Employee 1]	[DATE]	[NUMBER]	$[PRICE]	[NUMBER]	[NUMBER]	[DATE]	ISO
[Employee 2]	[DATE]	[NUMBER]	$[PRICE]	[NUMBER]	[NUMBER]	[DATE]	ISO
[Consultant 1]	[DATE]	[NUMBER]	$[PRICE]	[NUMBER]	[NUMBER]	[DATE]	NSO
[Advisor 1]	[DATE]	[NUMBER]	$[PRICE]	[NUMBER]	[NUMBER]	[DATE]	NSO
Total Options		[TOTAL]		[TOTAL]	[TOTAL]

3.3 Option Value Analysis

Metric	Value
Weighted Average Exercise Price	$[PRICE]
Current 409A Valuation (FMV)	$[FMV]
Intrinsic Value of Vested Options	$[VALUE]
Intrinsic Value of All Options	$[VALUE]

4. CONVERTIBLE SECURITIES

4.1 SAFEs Outstanding

Holder Name	Date	Amount	Valuation Cap	Discount	Est. Shares*	Est. %
[SAFE Holder 1]	[DATE]	$[AMT]	$[CAP]	[XX]%	[NUMBER]	[XX]%
[SAFE Holder 2]	[DATE]	$[AMT]	$[CAP]	[XX]%	[NUMBER]	[XX]%
[SAFE Holder 3]	[DATE]	$[AMT]	$[CAP]	None	[NUMBER]	[XX]%
Total SAFEs		$[TOTAL]			[TOTAL]	[XX]%

*Estimated shares assume conversion at current valuation cap

4.2 Convertible Notes Outstanding

Holder Name	Date	Principal	Interest Rate	Maturity	Cap	Discount	Est. Shares*
[Note Holder 1]	[DATE]	$[AMT]	[XX]%	[DATE]	$[CAP]	[XX]%	[NUMBER]
[Note Holder 2]	[DATE]	$[AMT]	[XX]%	[DATE]	$[CAP]	[XX]%	[NUMBER]
Total Notes		$[TOTAL]					[TOTAL]

*Estimated shares assume conversion at cap with accrued interest

4.3 Warrants Outstanding

Holder Name	Date	Shares	Exercise Price	Expiration	Status
[Warrant Holder 1]	[DATE]	[NUMBER]	$[PRICE]	[DATE]	Outstanding
[Warrant Holder 2]	[DATE]	[NUMBER]	$[PRICE]	[DATE]	Outstanding
Total Warrants		[TOTAL]

5. FULLY-DILUTED CAPITALIZATION

5.1 Fully-Diluted Share Count

Category	Shares	Percentage
Equity Securities:
Common Stock (Founders)	[NUMBER]	[XX]%
Common Stock (Employees)	[NUMBER]	[XX]%
Common Stock (Other)	[NUMBER]	[XX]%
Series Seed Preferred (as-converted)	[NUMBER]	[XX]%
Series A Preferred (as-converted)	[NUMBER]	[XX]%
Subtotal Equity	[TOTAL]	[XX]%
Options and Warrants:
Options Outstanding	[NUMBER]	[XX]%
Options Available	[NUMBER]	[XX]%
Warrants	[NUMBER]	[XX]%
Subtotal Options/Warrants	[TOTAL]	[XX]%
Convertible Securities:
SAFEs (estimated)	[NUMBER]	[XX]%
Convertible Notes (estimated)	[NUMBER]	[XX]%
Subtotal Convertible	[TOTAL]	[XX]%
TOTAL FULLY-DILUTED	[TOTAL]	100%

5.2 Ownership by Category

Category	% Fully-Diluted
Founders	[XX]%
Employees (excl. founders)	[XX]%
Advisors	[XX]%
Series Seed Investors	[XX]%
Series A Investors	[XX]%
SAFE/Note Holders	[XX]%
Option Pool (available)	[XX]%
Total	100%

6. SCENARIO ANALYSIS

6.1 Pro Forma - Next Round (Series B)

Assumptions:

Series B Raise: $[AMOUNT]
Pre-Money Valuation: $[VALUATION]
Post-Money Valuation: $[VALUATION]
Price Per Share: $[PRICE]
Option Pool Increase: [XX]% post-money

Holder/Category	Pre-Series B %	Post-Series B %	Dilution
Founders	[XX]%	[XX]%	[XX]%
Employees	[XX]%	[XX]%	[XX]%
Series Seed	[XX]%	[XX]%	[XX]%
Series A	[XX]%	[XX]%	[XX]%
SAFE/Note Holders	[XX]%	[XX]%	[XX]%
Option Pool	[XX]%	[XX]%	[XX]%
Series B Investors	0%	[XX]%	N/A

6.2 Exit Analysis - Waterfall

Exit Value	$10M	$25M	$50M	$100M	$250M
Series A Liquidation Pref	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]
Series Seed Liquidation Pref	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]
Remaining to Common	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]

Per Share - Series A	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]
Per Share - Series Seed	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]
Per Share - Common	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]

Founders Total	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]
Employees Total	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]
Series Seed Total	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]
Series A Total	$[AMT]	$[AMT]	$[AMT]	$[AMT]	$[AMT]

7. HISTORICAL ROUNDS SUMMARY

7.1 Financing History

Round	Date	Amount Raised	Pre-Money Val	Post-Money Val	Price/Share	Lead Investor
Formation	[DATE]	$[AMT]	N/A	N/A	$0.0001	N/A
SAFE 1	[DATE]	$[AMT]	N/A	Cap: $[CAP]	N/A	[INVESTOR]
Seed	[DATE]	$[AMT]	$[VAL]	$[VAL]	$[PRICE]	[INVESTOR]
Series A	[DATE]	$[AMT]	$[VAL]	$[VAL]	$[PRICE]	[INVESTOR]

7.2 409A Valuation History

Valuation Date	FMV Per Share	Valuation Firm	Methodology
[DATE]	$[FMV]	[FIRM]	[METHOD]
[DATE]	$[FMV]	[FIRM]	[METHOD]
[DATE]	$[FMV]	[FIRM]	[METHOD]

8. NOTES AND ASSUMPTIONS

8.1 General Notes

All percentages calculated on a fully-diluted basis unless otherwise noted
Convertible securities estimated at current valuation cap unless a qualifying round has occurred
Option pool includes both granted and available shares
Preferred stock shown on an as-converted-to-common basis

8.2 Key Assumptions

Assumption	Value
Current 409A FMV	$[FMV]
Conversion Ratio (Preferred to Common)	1:1
Option Pool Size (% of post-money)	[XX]%
Latest Round Price	$[PRICE]

8.3 Change Log

Date	Change	Made By
[DATE]	Initial cap table created	[NAME]
[DATE]	Added Series A round	[NAME]
[DATE]	Updated option grants	[NAME]

CHECKLIST - CAP TABLE MAINTENANCE

☐ Updated after each equity issuance
☐ Updated after each option grant
☐ Updated after each conversion event
☐ Reconciled with stock ledger
☐ Reviewed by legal counsel before financing rounds
☐ 409A valuation current (within 12 months)
☐ All vesting schedules current
☐ All convertible instruments tracked

This Capitalization Table Template is provided for informational purposes and should be maintained as a living document. Accuracy is critical for financing rounds, equity grants, and exit transactions. This document should be regularly reconciled with the company's stock ledger and reviewed by qualified legal or financial professionals.

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About This Template

Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.

Important Notice

This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: April 2026