Cap Table and Exit Waterfall Template for Excel and Google Sheets
Originally published: 23/03/2017 13:24
Last version published: 24/12/2020 14:24
Publication number: ELQ-92315-12
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Cap Table and Exit Waterfall Template for Excel and Google Sheets

A Cap Table and Exit Waterfall template for Entrepreneurs and Investors

*Updated June 2020 with an updated to a simpler, easier to manage base cap table.*

Create a capitalization table through multiple rounds of investments, and forecast how investment rounds impact ownership, dilution, valuations, and distribution of proceeds to entrepreneurs and investors through a detailed exit waterfall.

Includes a core capitalization table, exit waterfall, and cap table summary that can be used by a company to model their cap table over time. Works for equity rounds, convertible notes, SAFEs, warrants, equity grants, options, and more, across multiple rounds of investments at different valuations, and shows how the distribution of value and ownership changes over multiple rounds.

In addition to the core tool, the model contains a series of instructional sheets explaining how to issue equity, how to create an option pool (premoney and postmoney), how to issue and convert a convertible instrument (with three different conversion methods), how to create an exit waterfall (and showing how different types of liquidation preferences impact the distribution of proceeds), and how to value a company through multiple rounds of investment, helping teach how cap tables work so you can build your own specific to your situation if needed.

Used by investors, founders, executives — CEO, CFO, COO, VP of Finance — or advisors, mentors, or consultants to build a cap table of exit waterfall for an idea-stage, pre-seed, seed, A, or B stage company.

Standards-based, extensively tested and used by thousands of companies across a wide variety of business types, revenue models, and needs.

All cells and formulas are unlocked for editing and transparency, add on or edit for your specific situation.

Model subject to a Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International License. I use Github to track issues, feature requests, and collaborations, see details at

Built by a professional financial modeler with experience as an investor and running forecasting inside startups. Responsive, personal support — chat, call, or email — and available for custom services.

This Best Practice includes
1 Excel Cap Table Template Workbook for use in Excel and Google Sheets

Taylor Davidson offers you this Best Practice for free!

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Further information

Forecast how rounds of financing impact ownership, valuation, dilution, and exit proceeds. Provide a working cap table and exit waterfall that companies can use across a wide variety of capitalization situations. Provide a set of simpler instructional tools that focus on teaching users how to issue equity rounds and convertible instruments, how to convert convertibles, and how to issue option pools.

Startups raising investment funds through equity, convertible notes, warrants, premoney and postmoney SAFEs. Investors looking to value prospective investments.


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Discussion feed for Cap Table And Exit Waterfall Template For Excel And Google Sheets

The user community and author are here to help. Go ahead!

  • Trishaan Gill
    Hi Taylor,
    I see your model covers two rounds Seed and A. If as an Investor we invested in Seed and now want to see how we end up until Round B above. Is there a way to add more rounds?
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    • Didzis Silis
      Hi Taylor,

      thanks for building and sharing this - a great and very useful tool!

      I just wanted to clarify a minor issue regarding the formula in Cell V32 (Sheet 'Cap Table') - for 'Options - Granted' in 'Series A - Equity' round.
      This formula refers to I33+I34. However, in 'Series B - Equity' round the same formula (in Cell AC32) refers to X33+X34 (not V33+V34).
      Should then the formula in Cell V32 also be corrected from I33+I34 to K33+K34 (to have the same logic as in all subsequent rounds)?
      This perhaps does not have any real impact, but I still wanted to share with you, just in case :)

      1arrow_drop_uparrow_drop_downReply reply
      • Taylor Davidson

        It could be changed, but for all practical purposes it will have no impact. The difference between column I and K is that I are the options impacts that happen in that round, K are the total for all rounds. Since the way the model is structured, the first time to create an option pool is in that first round, I and K will be the same anyway (meaning the way it is setup, the things that happen in that round are the same as the total, so I should = K), so for 99% of uses it won't matter whether the formula draws from I or K. Obviously, if you were to use this and change how the option pool works around the "Founding" and initial setup, then you'd want to revisit the formulas to see if any edits were necessary.

        But to be complete, sure, it could be changed to draw from K instead of I.

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        • Didzis Silis
          Thanks a lot for the quick confirmation!

          One more question, if I may:
          the Postmoney Valuation formula for Seed Round (Cell D51) states that IF 'Premoney Valuation' = 0, then 'Postmoney Valuation' will in all cases be = 0 too. Is there any particular reason for this? Why is the Postmoney Valuation formula simply not = 'Premoney Valuation' + '$ invested' (as for all subsequent Rounds)?
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          • Taylor Davidson
            It's just a way to test to see if there should be a postmoney valuation; if the round is debt (SAFE or note, for example), then there would be a raise amount, and premoney and postmoney valuation should be zero (since there's no valuation, there's just a note with a cap and other terms). If the formula was just raise + premoney, then with a debt round it would output a postmoney valuation = the raise amount, which isn't true, because there really isn't a postmoney valuation. It could be accomplished in other ways, say an if statement for the type of round, and output zero for the postmoney valuation if it's not an equity round. Make sense?
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          • Taylor Davidson
            Btw, if you're looking in depth in the formulas, one of these days I'm going to unpack the waterfall calcs (H77 to H84) to make it more transparent what's going on :)
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      • Juan Jose Rosas
        Hi Taylor,

        Im new using Cap Tables and I have a question: What if the investment round is both equity and convertible note? Basically some investors do equity and some do convertible note.

        Thank you,
        Juan Jose
        arrow_drop_uparrow_drop_downReply reply
        • Taylor Davidson
          Meaning, they do convertible note and equity in the same round? There's lots of reasons to do equity and debt in the same round, practically speaking, I've never seen equity and convertible notes in the same round. You could do them around the same time, but they would likely be separate rounds.

          That said, you could use the current structure for equity and convertible notes in the first round, just by inputting some investors as equity and some as debt, and changing the postmoney valuation so that it only reflected the premoney + the equity fundraise; it would largely work, albeit with other little changes so the math flowed through.
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