How Angels Should Read a Cap Table (Fully Diluted, SAFEs, Option Pool)

A startup cap table for angels is a pre-wire checklist, not a glossary. Confirm the fully diluted share count, stack every SAFE and note, and price the pre-money option-pool refresh before you send the wire. Raziel already has a short definition of what a cap table is. This is the operational read: what to verify on the PDF or Carta export the founder just sent, and why you still keep a shadow table of your own. The company’s login is their book for that issuer — not yours across twenty companies.

Start from the fully diluted count

Carta’s July 29, 2026 cap-table guide defines fully diluted shares as the total that would exist if every option, warrant, SAFE, and convertible note were exercised or converted. A fully diluted cap table shows ownership on that basis, not on shares issued and outstanding today. Check three numbers on the same page: authorized (the charter maximum), issued and outstanding (what holders already have), and fully diluted (outstanding plus everything that could convert, including the unexercised option pool). Investors negotiate on the fully diluted number. When a term sheet quotes a price per share or a target percentage, Carta says it almost always assumes full dilution, including the new option pool you agree to create.

Pulley’s July 9, 2026 Series A guide is the same rule from the other side of the table. Price per share is pre-money valuation divided by the fully diluted count at close. That count must include outstanding common, preferred as-converted, issued options including unvested, SAFEs and notes converting in the round, and warrants. Pulley’s July 8, 2026 diligence list names the usual miss: a SAFE still in a folder, missing from the denominator.

Before you model your line, tick these on the export:

• As-of date, and whether the file is a locked snapshot or a live view

• Authorized vs. issued-and-outstanding vs. fully diluted

• Common, preferred as-converted, granted options (vested and unvested), unallocated pool

• Every SAFE, note, and warrant, with conversion terms

Stack the SAFEs before you model the priced round

On Carta, SAFEs were 90% of pre-seed rounds in Q1 2025, and 87% of SAFEs were post-money by Q3 2024 (43% at the start of the 2020s). Pulley treats multiple SAFEs at different caps, all converting at the same close, as the usual Series A mess — and the place founders most often miscalculate.

A post-money SAFE is “post” the SAFE money, not the new money in the priced round. Y Combinator’s 2018 standard-deal note is still the clean arithmetic: a $500k SAFE at a $10 million post-money cap is 5%; another $1 million at a $16 million post-money cap is 6.25%; together they have sold 11.25% before Series A dilutes everyone. Pulley uses the same formula: investment divided by the post-money cap. Carta’s January 5, 2026 SAFE guide adds the stacking rule: post-money holders do not dilute each other; each new post-money SAFE dilutes founders and other existing stockholders. On a pre-money SAFE, holders dilute one another as well as the common, so the percentage waits on close.

YC’s post-money SAFE includes the existing unissued option pool in company capitalization and excludes the pool increase negotiated in the later financing. A stacked SAFE book can look “known” and still move when the lead requires a refresh. Carta’s FAQ: mixing pre- and post-money paper in one raise is possible, not recommended. Log each instrument — amount, cap, discount, pre- or post-money, MFN, pro-rata side letter — and convert the stack before you price the new round.

Price the pre-money option-pool refresh

Pulley says investors typically expect an employee option pool of 10–15% of fully diluted shares, usually topped up before close so the new money is not diluted by the hiring reserve. That sequence is the pre-money option-pool shuffle. Pulley’s published illustration: a 15% pool carved out of a $10 million pre-money valuation leaves an $8.5 million effective pre-money. Carta is why the shuffle hits your percentage: a new pool increases the fully diluted count immediately, even though outstanding shares do not change until exercise, and term-sheet math almost always includes it.

Who eats the refresh depends on the paper already out. Under YC’s post-money SAFE, the existing pool is in the SAFE math; the financing-related increase is not, so that top-up hits existing common first. Pulley’s option-pool guide draws the same line: unused pool before the next equity round dilutes founders, not post-money SAFE holders; a pre-money SAFE shares that unused-pool dilution with the seed investors. Ask for reserved vs. granted vs. unallocated, whether the top-up is pre-money, and a hiring plan that justifies the size. Pulley tells founders to size the pool to an 18-month headcount, not an investor default.

Keep a shadow cap table

Pulley tells issuers to send a locked, as-of-date export, not a live link, because a live table changes while you are still reading it. You will not have admin on every Carta or Pulley workspace you back. Those products are the company’s equity system of record, not your book. Raziel’s startup investment tracking is for the position next to the rest of your alternatives — not a claim that Raziel replaces Carta as cap-table-of-record. The same habit as Raziel’s guide to tracking alternative investments applies: one dated record you can find later.

Copy these fields into your shadow table when the export lands:

• Legal name, as-of date, and source (PDF, Carta/Pulley export, counsel table)

• Fully diluted share count and what the founder included in it

• Your cash, date, instrument, cap, discount, pre- or post-money, MFN, pro rata

• The rest of the SAFE/note stack, line by line

• Pool reserved, granted, and unallocated, plus any refresh in a term sheet

• Your implied percentage on the fully diluted count, before and after that refresh

A shadow cap table is the as-of snapshot plus your instrument, updated when the next export arrives. That is what turns the next wire into a decision.