Raising a priced round is mostly a conversation about one number you cannot see on a term sheet: who owns what after the money lands. The headline valuation grabs all the attention, but the capitalization table — the "cap table" — decides how much of the company you actually keep, how much your new investor gets, and how much future funding will dilute you. This cap table calculator runs the standard priced-round math in seconds: it takes your existing shares, the pre-money valuation, and the new investment, and returns the price per share, the new shares issued, post-money ownership percentages, and the founder dilution.
Drag the sliders and watch your ownership stake move. If a higher valuation barely changes your dilution, that tells you the round is small relative to the company; if a slightly bigger check cuts you by several points, you are learning exactly how ownership is priced.
How to Use
- Enter Existing Shares Outstanding — the shares already on the cap table before this round, typically founders, early employees, and any angels. A fresh company often starts with exactly 1,000,000 founder shares, which is why that is the default.
- Set the Pre-Money Valuation — the price investors agree your company is worth before their cash is added. This is the number negotiated in the term sheet.
- Type the Investment Amount — the fresh capital the investor wires into the company's bank account.
- Read the result card. The engine divides the pre-money valuation by your existing shares to get a price per share, then divides the investment by that price to find how many new shares the investor receives.
The key outputs are: Price Per Share, New Shares Issued, Total Shares After Round, Post-Money Valuation, your Founder Ownership After Round, the Investor Ownership After Round, and the Founder Dilution you just took.
The Cap Table Math
A priced round is a simple three-step division, and once you see it you never need to guess again.
First, the price per share is the pre-money valuation divided by the shares that exist before the round:
Price Per Share = Pre-Money Valuation ÷ Existing Shares
Second, the investor buys brand-new shares at that price, so:
New Shares Issued = Investment Amount ÷ Price Per Share
Third, ownership after the round is each holder's shares divided by the total shares now outstanding:
Ownership % = Holder's Shares ÷ Post-Money Shares × 100
Worked example: 1,000,000 founder shares, a $5,000,000 pre-money valuation, and a $500,000 angel check. The price per share is $5,000,000 ÷ 1,000,000 = $5.00. The investor's $500,000 buys $500,000 ÷ $5 = 100,000 new shares. The company now has 1,100,000 shares, so founders own 1,000,000 ÷ 1,100,000 = 90.91% and the investor owns 9.09%. The post-money valuation is $5,500,000, and the founders were diluted by 9.09 percentage points.
Notice a shortcut: because the investor's percentage equals their money divided by the post-money valuation, a $500,000 check on a $5,500,000 post-money cap is always 9.09% — the share count just confirms it.
Why Dilution Is Not Loss
Founders sometimes treat dilution as money leaving their pocket, but it works the other way around. If you own 90.91% of a company worth $5,500,000, your stake is worth about $5,000,000 — the same as the pre-money valuation. You gave up 9.09% of the equity, but the company banked $500,000 of new capital it can use to grow into a much larger valuation. Dilution is the price of buying fuel; the goal is that the post-money company grows so your smaller slice is worth more than your larger slice was before.
The trade-off to watch is valuation versus check size. Raising $1,000,000 at a $5,000,000 pre-money sells 16.67% of the company, but raising that same $1,000,000 at a $9,000,000 pre-money sells only 10%. Pushing the valuation up directly reduces the equity you surrender per dollar raised.
Examples
Example 1 — The default seed round. One founder holds 1,000,000 shares, an angel agrees to a $5,000,000 pre-money valuation, and invests $500,000. Price per share is $5.00; the angel receives 100,000 new shares; post-round the founder owns 90.91% and the angel 9.09%, with post-money at $5,500,000. This is the cleanest possible illustration of priced-round dilution.
Example 2 — A larger check at the same valuation. With 2,000,000 existing shares and an $8,000,000 pre-money valuation, the price per share is $4.00. A $1,000,000 investment buys 250,000 shares, leaving founders at 88.89% and the investor at 11.11%, on a $9,000,000 post-money.
Example 3 — A big Series A. At a $20,000,000 pre-money valuation with 1,000,000 shares already outstanding, the price per share jumps to $20.00. A $5,000,000 round issues only 250,000 shares, so founders retain a full 80% despite taking $5,000,000 in. The higher valuation buys the founders meaningfully less dilution per dollar.
FAQ
How is a cap table calculated for a priced round?
Divide the pre-money valuation by the existing shares to get the price per share. Then divide the new investment by that price to find how many new shares the investor receives. Each owner's post-round percentage is their shares divided by the total shares after the round. This is the standard venture method used from seed through Series B.
What is the difference between pre-money and post-money valuation?
Pre-money valuation is what investors think the company is worth before their cash enters the bank. Post-money valuation is the pre-money figure plus the investment itself. If you raise $500,000 at a $5,000,000 pre-money, the post-money valuation is $5,500,000. The investor's ownership percentage is simply their investment divided by the post-money valuation.
How much do founders get diluted when they raise money?
Founder dilution equals 100% minus the founder's post-round ownership. As a rule of thumb, the investor's stake (and therefore the founder's dilution in a simple two-holder cap table) is roughly the investment divided by the post-money valuation. A $500,000 check on a $5,500,000 post-money dilutes founders by about 9.09 percentage points.
Why is price per share important?
The price per share sets the cost of every new share the company issues, not just in this round but in the next one too. It is pre-money valuation divided by existing shares. Two companies with the same pre-money valuation but different share counts will have very different price-per-share figures, even though the ownership percentages work out the same.
Does raising more money always mean giving up more equity?
Yes, holding valuation constant. A bigger check buys more new shares, which dilutes existing holders further. The lever that protects your ownership is the pre-money valuation: negotiating a higher valuation means each dollar of investment sells a smaller slice of the company.
What happens if no money is raised?
If the investment amount is zero, no new shares are issued, the price per share is unchanged, founders keep 100% ownership, and dilution is zero. Use this as a baseline to compare every actual round against.
Disclaimer
This cap table calculator is provided for informational purposes only and does not constitute legal, financial, tax, or investment advice. It models a simplified single priced round and does not account for option pools, SAFEs, convertible notes, warrants, preferred stock liquidation preferences, or multiple share classes, which a real cap table includes. Ownership figures are estimates based on the inputs you enter. Always confirm your actual capitalization and dilution with a qualified startup attorney or accountant before closing a financing round.