Cap Table & Equity Dilution Model — Excel Template with Exit Waterfall

What This Model Does

This Excel Cap Table and Equity Dilution model tracks founder, option pool, and investor ownership across three financing rounds — Seed, Series A, and Series B.
From pre-money valuation, new money raised, and option pool top-up assumptions for each round, it automatically computes share price, new shares issued, and resulting ownership percentages for every shareholder class.
A built-in exit waterfall calculator applies a liquidation preference to an exit valuation and splits proceeds between founders, the option pool, and investors, so you can see who gets what at a sale.

Who It Is For

Built for founders and startup finance teams planning fundraising rounds and modeling dilution before term sheet negotiations.
Angel investors and VCs can use it to model ownership and returns across rounds.
Consultants and startup lawyers get a ready-made cap table scenario tool, and students learning startup finance can see dilution mechanics laid out transparently.

What Is Included

The workbook follows the BK Finance Models Playbook v3.0 architecture with 9 sheets:

• 00 Cover


• 01 Instructions


• 02 Assumptions


• 03 Inputs (founder shares, option pool, and round-by-round terms)


• 04 Calculations (cap table roll-forward engine and exit waterfall)


• 05 Dashboard (ownership summary and dilution chart)


• 06 Sensitivity (exit valuation vs. proceeds table)


• 07 Checks (10 automated validation checks)


• 09 Version History
  
  

Formatting:
Blue cells are user inputs, black cells are protected formulas.
The file works in Microsoft 365, Excel 2016+, and LibreOffice Calc.