What a Fully Diluted Cap Table Records
A fully diluted cap table records every instrument that represents current equity or could convert into equity: issued shares in all classes, all outstanding SAFE notes modeled at their conversion mechanics, all convertible notes including accrued interest at the applicable rate, all granted options with vesting schedules, and the ungranted option pool reserve. It carries a record date and is updated within five business days of any equity transaction. A cap table that records only issued shares is not fully diluted. It will produce an incorrect ownership structure at the point of conversion.
The fully diluted figure is what institutional investors use to calculate their implied ownership in any round. A company that cannot produce a fully diluted cap table on request during a fundraising process introduces a delay that typically signals a governance gap to the investor, not just a documentation gap.
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