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How to read a startup cap table (as an employee)

A cap table is the ownership map of the company. You rarely get the full one, but understanding how it works tells you what your slice really means — and why your percentage keeps shrinking.

What a cap table shows

Your real percentage — and why it shrinks

Your ownership = your shares ÷ fully-diluted shares (not just issued shares). Every new funding round issues more shares, so your percentage falls — that's dilution, and it's normal. What matters is whether the company's value grows faster than your slice shrinks. Model it with the free dilution calculator, and remember preferences mean the headline valuation isn't what common shareholders split.

Frequently asked questions

How do I calculate my ownership percentage from a cap table?
Divide your shares by the company's fully-diluted share count (all shares plus all options and convertibles if exercised/converted) — not by issued shares alone, which overstates your slice. If you only know issued shares, your real percentage is lower.
Why does my ownership percentage keep going down?
Dilution. Each funding round issues new shares, so your fixed number of shares becomes a smaller slice of a bigger pie. This is expected — the goal is that the company's total value grows faster than your percentage falls, so your stake is worth more in absolute terms.

Get the numbers before you decide

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Read next

Dilution calculator · Common vs preferred · Exit waterfall calculator · Dilution (glossary)

Sources & further reading

Primary references: IRS, the US SEC / Investor.gov and gov.uk / HMRC, plus established market practice, cross-checked against our PTS Open Framework. General information, not advice — your own documents and local law govern your situation.

Educational information only — not financial, tax or legal advice, and not an offer to buy or sell any security. Your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.