Cap Table Example + Exit Waterfall
A free, interactive cap table template paired with an exit waterfall simulator — edit any row, drag the exit slider, and see exactly how participating preferred and the LP stack reshape founder take-home.
Cap table example: what it looks like
A realistic cap table example has four stakeholder groups: founders, ESOP, SAFEs, and priced preferred rounds. For a typical post-Series-A startup, founders hold ~40%, ESOP ~15%, SAFE holders ~8%, and Series A investors ~25%. Each row carries shares, ownership %, invested capital, and — for preferred — liquidation preference terms. Every row here is editable: change any cell and the ownership %, the preference stack, and the exit waterfall all recalculate instantly. That is the difference between a spreadsheet snapshot and a working startup cap table model.
How to build a cap table template
A good cap table template has four column groups. First, stakeholder identity: name and type (founder, ESOP, SAFE, preferred, common). Second, share math: share count, ownership %, price per share. Third, invested capital: dollars in, round label. Fourth — and this is what most free templates skip — preferred terms: LP multiple, participation (none / yes / capped), anti-dilution clause, seniority order. A proper capitalization table template recalculates all of those columns whenever you edit a row, and it lets you add rows for new rounds without breaking the formulas. This page ships that template pre-built so you can skip spreadsheet setup entirely.
Exit waterfall: the founder take-home math
The exit waterfall — sometimes called a liquidation waterfall when emphasis is on the preference leg — is the sequence that determines how exit proceeds get split. Phase 1: senior debt is paid. Phase 2: liquidation preferences are paid to preferred holders in seniority order (usually newest first). Phase 3: participating preferred holders also share pro-rata in the residual. Phase 4: the remaining pool splits among founders, employees, ESOP, and any non-participating preferred who chose to convert. The cap table waterfall view in this tool runs all four phases for any exit value from $1M to $10B, and as a startup exit calculator it plots the full founder take-home curve so you can see exactly where the preference overhang ends and the upside begins.
Participating vs non-participating preferred
With 1× non-participating preferred, an investor on a $10M check at a $100M exit chooses the higher of: (a) their $10M preference, or (b) their pro-rata share of the entire exit. They take one or the other — not both. With participating preferred at 2×, the same investor takes $20M off the top AND then participates pro-rata in the remaining $80M. On a $10M Series A at a $100M exit, flipping one check from 1× non-participating to 2× participating can cost founders $8–12M. That is why every founder-friendly term sheet pins this to 1× non-participating. The tool models capped participating too, where participation stops once the investor has earned a specified multiple of invested capital.
Startup cap table modeling across rounds
Benchmarks for founder ownership in a modeled startup cap table: post-Seed founders hold ~60%, post-Series A ~40%, post-Series B ~28%, post-Series C ~20%. Deviations from these ranges signal unusual valuations, aggressive option pool expansions, or heavy SAFE stacks. This startup exit calculator shows the trajectory across rounds and highlights when participating preferred or a 20% pre-money pool expansion drags your post-Series-B ownership below the 25% floor where future rounds become materially more painful.
SAFEs in a cap table template
SAFEs (Simple Agreements for Future Equity) convert to preferred stock on the next priced round, usually at the lower of (a) the valuation cap or (b) a discount to the priced round price. In a cap table template this tool models SAFEs as a stakeholder type with an invested amount; the conversion math is simplified to a fixed share count at model time so you can see how SAFE holders fit into the LP stack at exit without needing to re-run the whole template after each priced round.
Pro-rata rights at exit and in follow-on rounds
Pro-rata rights are future-round rights — they give an investor the right to maintain their ownership percentage in subsequent funding rounds. In a cap table example, pro-rata rights are tracked as a badge on the stakeholder row but do not feed into the exit waterfall math. What matters at exit is the shares and preferences on the cap table at that moment, not future-round privileges.
Option pool impact on the cap table
The classic option pool shuffle: VCs typically require a 10–20% pool expansion before the round closes (pre-money), which dilutes founders and existing investors but not the incoming VC. In this cap table waterfall model the pool expansion is surfaced in the fairness report card. A 15% pre-money pool on a $30M pre-money Series A effectively reduces the founders' valuation by ~$4.5M before the new check arrives.
How much founders walk away with at exit
At a $100M exit with clean Series A terms (1× non-participating, weighted-average broad, 15% ESOP), founders typically clear $35M–$48M. With 2× participating and full ratchet, the same exit produces $12M–$20M for founders. The difference is the cost of bad term-sheet negotiation. This startup exit calculator models both scenarios side by side using the Scenario A vs B Compare panel, with a delta table showing exactly how many millions changed hands. The exit waterfall view breaks the impact down per stakeholder so you can spot which term moved which dollar.
Frequently asked questions
What is a cap table example?
A cap table example is a worked sample showing how a startup's ownership is divided — typically founders, an ESOP pool, and one or more rounds of preferred investors — with shares, ownership %, and invested capital per row. A realistic cap table example also includes liquidation preference terms and shows how the stack resolves at exit. This tool is a live, editable cap table example you can modify row by row to match your own deal.
How do I build a cap table template?
Build a cap table template with four column groups: (1) stakeholder name + type (founder, ESOP, SAFE, preferred), (2) shares and ownership %, (3) invested capital and price per share, (4) preferred terms — LP multiple, participation, anti-dilution. A good capitalization table template recalculates ownership % and exit payouts every time you edit a row. This tool ships that template pre-built — add rows, change terms, and the waterfall updates instantly.
What is an exit waterfall?
An exit waterfall is the order in which acquisition or IPO proceeds get distributed across the cap table. It runs in phases: senior debt first, then liquidation preferences in seniority order, then participation payouts for participating preferred, then the residual common pool (founders, employees, ESOP, and any converted non-participating preferred). An exit waterfall answers the one question every founder cares about: how much do I actually walk away with?
What is participating preferred stock?
Participating preferred stock lets an investor "double dip" at exit — they take their liquidation preference off the top AND then also share pro-rata in the remaining common pool. For example, 2× participating preferred on a $10M check at a $100M exit returns $20M preference plus the investor's pro-rata slice of the remaining $80M. Non-participating preferred forces the investor to choose one or the other. Participating preferred is aggressive and founder-unfriendly; 1× non-participating is the modern standard.
Cap table for a startup — how do I model it?
To model a startup cap table, start with founder equity (typically 60–80% post-formation), add an ESOP (10–20%), then layer in each priced round as a preferred stakeholder with its share count, invested capital, and preference terms. A startup cap table should also show post-round ownership percentages so you can see dilution across Seed → Series A → Series B. This tool does all of that, plus runs the exit waterfall on top so you see cap table and take-home math in one view.
What is a liquidation waterfall?
A liquidation waterfall is the exit-proceeds distribution sequence — debt, preferences, participation, then common. "Liquidation waterfall" and "exit waterfall" are often used interchangeably; the distinction is that liquidation waterfall emphasizes the liquidation-preference leg of the stack. This tool runs all four phases and reports payouts per stakeholder so you can trace every dollar from the exit price down to founder take-home.
How much do founders walk away with at a $100M exit?
It depends entirely on the preference stack. With clean terms (1× non-participating preferred, weighted-average anti-dilution, 15% ESOP), founders typically clear 35–50% of a $100M exit after two rounds. With a 2× participating preferred stack and full-ratchet anti-dilution, the same founders can clear under 20%. Use the exit waterfall slider to model your actual terms across the full $1M–$10B exit range.
How do SAFEs convert in a cap table?
SAFEs convert to preferred stock on the next priced round, usually at the lower of (a) the valuation cap or (b) a discount to the priced round price. In a cap table template, SAFEs are modeled as a stakeholder type with an invested amount; the conversion math is typically simplified to a fixed share count at model time so they flow into the LP stack at exit alongside the priced preferred.
What are pro-rata rights and do they affect exit math?
Pro-rata rights give an investor the right to maintain their ownership percentage in future rounds. They do not affect exit waterfall math — exit math is determined by the shares and preferences on the cap table at the moment of exit. The tool flags pro-rata rights as a badge for completeness but does not include them in the waterfall calculation.
Is this cap table template free?
Yes — 100% free, no signup, no email, no feature gates. Runs entirely in your browser, nothing is uploaded. Save your cap table to a shareable URL or export as PNG/CSV. No watermark.