Pro Forma Cap Table
A projected cap table showing ownership after a proposed transaction like a funding round.
Definition
A pro forma cap table is a forward-looking version of the cap table that shows what ownership will look like after a proposed transaction, such as a new funding round, option pool expansion, or SAFE conversion. It allows founders, investors, and employees to see the dilutive impact of a deal before it closes. Pro forma cap tables are essential during fundraising negotiations.
Why it matters
Ask to see the pro forma cap table when your company announces a new funding round. It shows exactly how much your ownership percentage will decrease and what the new price per share will be.
Example
Before a $15M Series B at $60M pre-money, the pro forma cap table shows: founders going from 55% to 44%, Series A investors from 25% to 20%, option pool from 15% to 16% (topped up), and new Series B investors at 20%.