Cap tables
What is a fully diluted cap table?
A fully diluted cap table shows ownership as if every instrument that can become a share has already become one: issued shares, all granted options including unvested ones, the unissued option pool, warrants, and — depending on the convention used — outstanding SAFEs and convertible notes. It is the number investors negotiate against, because it reflects the ownership that will actually exist.
Prepared by Perseids · Published · Updated
Issued vs outstanding vs fully diluted
| Basis | Includes | Used for |
|---|---|---|
| Issued | Shares actually issued and registered | Statutory registers |
| Outstanding | Issued shares, excluding treasury | Voting, dividends |
| Fully diluted | Outstanding shares, granted options, unissued pool, warrants, and converting instruments | Negotiating rounds, valuing equity, diligence |
Issued
- Includes
- Shares actually issued and registered
- Used for
- Statutory registers
Outstanding
- Includes
- Issued shares, excluding treasury
- Used for
- Voting, dividends
Fully diluted
- Includes
- Outstanding shares, granted options, unissued pool, warrants, and converting instruments
- Used for
- Negotiating rounds, valuing equity, diligence
What to include
- All issued shares, ordinary and preferred, across every class.
- All granted options, vested and unvested.
- The unissued portion of the option pool — investors will add it back even if you leave it out.
- Warrants, whether or not they are currently exercisable.
- SAFEs and convertible notes, on a stated conversion assumption.
The convertible instrument problem
SAFEs and notes do not have a fixed share count until they convert. Their contribution depends on the valuation cap, the discount, accrued interest and the price of the round that triggers conversion. A fully diluted number that includes them is therefore conditional: it is only meaningful when you also state the assumed round price. Perseids models this explicitly rather than folding an assumption into a single figure.
A worked example
A company has 8,000,000 issued shares, 900,000 granted options and 600,000 unissued pool shares. Outstanding is 8,000,000. Fully diluted, before any convertible instruments, is 9,500,000. A founder holding 4,000,000 shares owns 50% outstanding but 42.1% fully diluted — and that gap is the number that matters in a round.
Prepared by Perseids for general information. It is not legal, tax or investment advice — confirm your specific situation with your advisers.
Frequently asked questions
- Should the unissued option pool be in the fully diluted count?
- Yes, by standard convention. Investors assume the authorised pool will be granted, so they include it. Excluding it overstates every existing holder's percentage.
- Are unvested options included?
- Yes. Fully diluted is a maximum-dilution view, so vesting status does not remove an option from the count.
Put this into practice with Perseids.
Model this with your real cap table