Two offers with the same round size can create different ownership outcomes. A pro forma cap table puts those differences into a common set of assumptions.

Start with the actual securities

Carta’s pro forma guidance includes current ownership, instruments converting in the round, new investor shares and the option-pool increase. The model needs the securities actually outstanding, not a remembered percentage from the last financing.

Use a repeatable review

Our proposed sequence is to reconcile the starting shares with executed documents, map each conversion, add the new money, then apply the negotiated pool treatment. Label every unresolved assumption. Keep an unmodified baseline and a separate column for each offer so a changed input cannot disappear inside a spreadsheet.

Give each reviewer a clear question

The finance reviewer checks that fully diluted ownership adds to 100%. Counsel checks definitions and conversion mechanics. The hiring owner checks that the pool serves a real staffing plan. Founders examine control and exit rights separately: an ownership model is not a governance model or a liquidation waterfall.

Save the decision record

Retain the assumptions with the accepted model and date the version used in negotiation. That record is useful when the definitive documents arrive and a small wording change alters the denominator.

Keep the context

A review framework, not a substitute for company-specific financial and legal advice.

Financial education, not investment or legal advice. Historical notes are retrospective analysis prepared in September 2026, not contemporaneous Venture Trace reporting.

Sources & scope

01

Carta

How a pro forma cap table can help you secure your next round

Source date
15 Jan 2026
Retrieved
16 Sept 2026
Period / geography
Evergreen reference · United States context

Modelling a proposed financing

Page checked on retrieval date; not a historical snapshot. Educational explanation. Actual agreements, reporting conventions and jurisdictions differ.