b2KIT

Cap Table Builder

Build and manage capitalization tables with share classes, option pools, convertible notes, and ownership percentage pie charts.

Tested tool guide Tested browser tools Checked August 16, 2026

What Cap Table Builder does, with a checked example

Cap Table Builder organizes holders, share classes, issued shares, option pools, and convertible notes into an ownership table and percentage pie chart. It helps expose how adding reserved or converted equity changes each holder's stake. The main source of confusion is the denominator: issued-share ownership and fully diluted ownership can produce different percentages from the same underlying records. Convertible notes also lack a fixed ownership percentage until conversion assumptions establish their resulting shares. Because capitalization data is sensitive, entries remain in the browser and are not uploaded.

Worked example

A concrete input and expected output from the current implementation.

Input

Ari | Common | 600
Bea | Common | 400

Expected output

Total issued shares: 1,000. Ari owns 600 shares, or 60%. Bea owns 400 shares, or 40%. The ownership pie chart contains a 60% slice for Ari and a 40% slice for Bea.

The two holdings total 1,000 shares. Dividing 600 and 400 by 1,000 gives 60% and 40%, which reconcile to 100%.

How the result is produced

1

Share totals

For a simple issued-share view, the denominator is the sum of the shares recorded for all holders. Each holder's ownership is that holder's shares divided by the total. Share-class labels preserve distinctions between securities while the pie chart summarizes the calculated percentages. Displayed slices may differ slightly from 100% in total if percentages are rounded.

2

Contingent equity

Option pools and convertible notes require a clearly defined scenario. A reserved option pool can be included in a fully diluted denominator even when options remain ungranted. Shares from an assumed note conversion belong in a clearly labeled pro forma or fully diluted view, not the issued-share count. Increasing either the included pool or the assumed conversion share quantity reduces existing holders' percentages without changing their share counts.

Good uses

  • Record a founder common-stock split and verify that the ownership percentages reconcile.
  • Estimate how expanding an employee option pool would dilute current shareholders.
  • Compare current ownership with a pro forma scenario where convertible notes become shares.

Limits and checks

  • Confirm whether the displayed denominator includes issued shares only, outstanding awards, the ungranted option pool, or assumed note conversions.
  • Do not interpret a note's modeled ownership as final; its eventual shares depend on the stated conversion terms and financing assumptions.
  • A percentage pie chart does not show voting rights, liquidation preferences, transfer restrictions, or other differences between share classes.

Common questions

Why did every shareholder's percentage fall after I added an option pool?

Including the pool increases the fully diluted share denominator while existing holders retain the same number of shares. For example, 600 shares out of 1,000 represent 60%, but those same 600 shares out of 1,250 represent 48%. Verify that the pool belongs in the ownership view you intend to present.

Does a convertible note already have an ownership percentage?

No. A note's currency principal is not a share count. Its eventual ownership depends on the conversion terms, the applicable share price, and the capitalization used for that conversion. Any percentage shown for a note should therefore be read as a scenario based on disclosed assumptions, not as present issued-share ownership.

References and verification

The example and behavioral notes were checked against the browser implementation. Standards and primary references below define the relevant format, formula, or platform behavior.

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