---
title: "What Is Cap Table Scenario?"
term: "Cap Table Scenario"
description: "A cap table scenario is a modeled view of future ownership and proceeds after a hypothetical event — such as a new financing round, option pool increase, or exit at a given price."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/cap-table-scenario
---

# What Is Cap Table Scenario?

> A cap table scenario is a modeled view of future ownership and proceeds after a hypothetical event — such as a new financing round, option pool increase, or exit at a given price.

**A cap table scenario** is a forward-looking model showing how ownership and exit proceeds change under assumed financing or sale terms.

### How it works

Start from the current fully diluted [cap table](/glossary/cap-table). Layer assumptions:

- New money at a pre-money valuation and option pool target
- Conversion of all notes and SAFEs with caps and discounts
- New hire grants from an expanded pool
- Exit price ranges with liquidation preference waterfalls

Output tables show founder percentages post-close and dollar proceeds per shareholder at each exit level. Scenarios often include a **pool shuffle** — increasing the option pool pre-money, which dilutes existing holders before new investors enter.

Investors send scenario spreadsheets with term sheets; founders should edit assumptions and stress-test down exits, not just the base case.

Include sensitivity on option pool expansion and note conversion caps — small changes in pre-money or pool size can shift founder ownership several points at close. Running three scenarios (base, conservative, aggressive) is standard board prep before signing.

### Why it matters

- **Founders:** Understand whether a flat round with a bigger pool hurts more than a down round with a smaller pool. Scenarios make tradeoffs visible.
- **Investors:** Confirm returns at sub-unicorn exits — many funds need the math to work at $200M–$500M outcomes, not only at billion-dollar dreams.

### Common mistake

Modeling only ownership percentages and ignoring liquidation stack order. You can own 15% economically on paper yet receive little in a modest acquisition.

### Related ideas

See also [cap table](/glossary/cap-table), pro forma cap table, liquidation waterfall, and [cap table risk](/glossary/cap-table-risk).

## FAQ

### What is a cap table scenario in simple terms?

It is a what-if model of your cap table — for example, what ownership looks like after a Series B, or how much each holder gets if the company sells for a set price.

### Why does cap table scenario matter?

For founders, scenarios show real dilution beyond the pre-money number. For investors, they validate liquidation preferences, option pool shuffle, and whether returns work at moderate exit sizes.


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Source: https://venturecapitaltracker.com/glossary/cap-table-scenario