Cap Table and Exit Waterfall Tool
Cap Table and Exit Waterfall Tool
Financial model template to create a capitalization table through multiple rounds of investments via equity, SAFEs, and convertible notes.
4.9(360)33,283 downloads
“Great model that includes all the bells and whistles you may need in a complex waterfall. Taylor was extremely responsive and helpful when it came to answer my questions. Thank you so much!!”
$20 suggested, but "0" is ok. All donations appreciated.
Instant Access
Highlights
What you'll do with it
Build cap tables, multi-round proformas, SAFE and convertible note conversions, option pool issuance and refreshes, anti-dilution scenarios. Run exit waterfalls, liquidation preferences, participation rights, dividends, option and warrant exercise, multi-class share structures.
Built for two jobs at once. As a scenario-modeling tool, founders test how a round changes ownership, investors model a portfolio company's exit, lawyers walk a client through term sheet implications. As an instructional tool, it teaches the mechanics, every formula visible, every step documented, for people learning cap tables or teaching others.
Edit with AI
Every cell open. Inputs in blue, formulas in black. Built to be customized for your specific situation.
- Context primer, paste into Claude or ChatGPT before any change.
- Prompt guide, ready-made prompts for adding rounds, modeling convertibles, scenario analysis.
- Connect MCP, Claude Desktop or Claude.ai pulls model context automatically.
- Verify before trusting, sanity-check prompts catch wrong references and miscounted shares.
What's in the model
Multiple example sheets, each set up for a different scenario:
- Cap Table, multi-round proforma. Add rounds, convert SAFEs and notes, issue options, run prorata, model dilution.
- Cap Table, with Anti-Dilution, full ratchet, weighted average (broad and narrow), per-investor protection.
- Cap Table, Issuing Equity, single-round example.
- Cap Table, Issuing Options, option pool issuance and refreshes.
- Cap Table, Converting SAFEs and Notes, premoney, postmoney, YC fixed %, MFN.
- Exit Waterfall, liquidation analysis with seniority, pari-passu, participation, dividends, option and warrant exercise.
- Exit Waterfall, with Convertibles, unconverted SAFEs and notes handled in liquidation.
Updated Feb 2025, exit waterfall significantly easier to extend for different share class structures.
Common questions
Is this a cap table tracker?
No. Use a platform like Pulley, Carta, or Ledgy for tracking. Use this for modeling, scenarios, and learning.
Excel or Google Sheets?
Both. All formulas open.
Pay what you want?
Yes. Set the price you think is fair.
Do you teach this?
Yes, free guided learning in the docs and live workshops when scheduled.
Learn cap tables
Guided walkthroughs of equity rounds, convertibles, options, anti-dilution, and exit waterfalls, free, in the docs. Or attend a live workshop.
Documentation
Ratings
Reviews
“Very useful, gives clear ideas on key concepts, specially for VCs that are so worried on how a new round affects exit values etc. and clear instructions on how an exit waterfall works. Fantastic models people can use to build own models in real life work.”
“Awesome tool. Easy to use. I have looked at a lot of cap tables including creating my own but to be able to model the different investment options this is the best (easiest) that I have seen out there. Thanks Taylor!”
“Taylor was amazingly helpful and super responsive.”
“I continue to use and recommend the Cap Table + Round + Exit model + other tools that [Taylor] provides. Some are free, all are valuable. (Have paid ~$300 and saved so much time and money over years as a Founder CEO, Angel, VC).”
“Great model that includes all the bells and whistles you may need in a complex waterfall. Taylor was extremely responsive and helpful when it came to answer my questions. Thank you so much!!”
$20 suggested, but "0" is ok. All donations appreciated.
Instant Access