If your cap table only shows what exists today, you’re missing half of your story. Investors don’t just want to unpick current ownership - they also want to see what ownership will look like down the line. That’s where a fully diluted cap table comes in.
It’s an important tool and perspective to manage your growth plans effectively, and steer clear of nasty surprises down the line.
A fully diluted cap table assumes every possible right to equity has been exercised or converted into shares. This includes:
Instead of just looking at who owns what today, you’re digging into who will own what if everything converts.
1. Start with issued shares
This is your baseline - think founder shares and existing investors.
E.g.
Founders = 800,000 shares
Investors = 200,000 shares
Total = 1,000,000 shares
2. Add the option pool (granted and ungranted)
Let’s say you’ve got a 10% option pool. Even if those shares aren’t issued yet, they count in a fully diluted view.
E.g. Option pool = 111,111 (to sit at 10% in a fully diluted view)
Founders = 800,000 shares
Investors = 200,000 shares
Option pool = 111,111 shares
Total = 1,111,111 shares
3. Model convertibles as shares
This is a slightly more difficult calculation. Convertibles don’t have a fixed share number, and so you’ll need to estimate this using:
4. Calculate the ‘fully diluted’ total
Once everything is included, you can calculate your fully diluted shares by adding your issued shares + option pool + convertible shares.
Your ownership stake is then: individual shares / fully diluted total
Dilution is generally a result of more shares being issued, which results in your percentage ownership decreasing as new shares are added to the total pool.
1. It gives you the real picture
Without a fully diluted view, you might think you own 80% (for example).
Once you factor in option pools, convertibles, and future equity commitments, your real ownership stake may be closer to 60%.
A fully diluted view keeps you grounded in reality - and helps you make better decisions early.
2. It prevents accidental over-dilution
One of the most common founder mistakes is stacking dilution without realising it. With an investment round approaching, you may have promised 10% in options, raised via an ASA, and then go on to issue new shares in a priced round.
All of those decisions sound reasonable when looking at them in isolation. But the total amount you’ve given away may be far more than you intended.
A fully diluted cap table lets you see:
3. It helps you to plan accordingly
Ownership is a part of your long-term business plan, and should be carefully monitored to ensure you can scale effectively.
A fully diluted view helps you answer:
It transforms your cap table from a static record into a planning tool.
When you raise, investors will almost always want to see your cap table in a fully diluted view.
They’ll want to know:
A messy or incomplete cap table can raise red flags, cause confusion around what’s involved within an investment deal, and even kill the deal itself.
In a funding round, your fully diluted cap table underpins everything.
It’s what valuation discussions are based on, what investors use to model their ownership post-round, and the view through which future dilution (convertibles, option pools, and subsequent raises) is assessed. It’s a framework that will shape the deal.
It allows you to negotiate from a position of clarity, and avoid agreeing to terms that may look non-threatening, but have a significant long-term impact on your ownership.
Rather than juggling complex and messy spreadsheets, with InVestd Raise, clarity has never been easier. Model ownership across future rounds, digitise your cap table, and ensure your growth plans are scalable.
Alongside this, you structure your investment properly, issue investor shares, keep your cap table clean, and handle key steps like SEIS/EIS advance assurance and compliance statements - all in one place.