# Fully diluted versus outstanding

> Outstanding counts what exists; fully diluted counts what could. The same Northwind table, both ways.

Source: https://lopifi.com/learn/cap-table-explained/fully-diluted-vs-outstanding-shares
Part of: Lopifi — US GAAP books on autopilot, checked by a CPA (https://lopifi.com)

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**What does fully diluted mean on a cap table?** Outstanding counts what exists; fully diluted counts what could. The same Northwind table, both ways.

"Outstanding" counts shares that exist. [Fully diluted](https://lopifi.com/md/glossary/fully-diluted) counts shares that exist or could: every option granted, the unissued pool, and each SAFE or note as if it had converted. Investors price rounds on fully diluted shares, so a founder who quotes ownership on outstanding shares is quoting a bigger number than the one in the term sheet.

| Holder | Shares | Of issued | Fully diluted |
| --- | --- | --- | --- |
| Founder A | 4,000,000 | 50.00% | 42.22% |
| Founder B | 4,000,000 | 50.00% | 42.22% |
| Options granted | 65,000 | — | 0.69% |
| Unissued pool | 935,000 | — | 9.87% |
| SAFE (as converted) | 473,684 | — | 5.00% |

Northwind before the Seed, both ways. Each column sums to exactly 100.00%.

> **Why the SAFE is already there.** The SAFE is not stock yet, but it will be, and its number of shares is already fixed by its cap: $250,000 ÷ $5,000,000 is 5.00% of the company just before the next round. A cap table that leaves it out overstates every other holder.

*[Figure: cap table]*

Northwind's cap table before the Seed, fully diluted: the founders' 8,000,000 shares, the 1,000,000-share pool and the SAFE as converted.

> ““Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.”

— [Y Combinator, Post-Money SAFE (Valuation Cap, no Discount), §2](https://www.ycombinator.com/documents), The Safe Price, and what Company Capitalization counts

## Where this page's rules come from

- [Y Combinator, Post-Money SAFE (Valuation Cap, no Discount), §2](https://www.ycombinator.com/documents) — The Safe Price, and what Company Capitalization counts (reference)
- [Wikipedia, “Capitalization table”](https://en.wikipedia.org/wiki/Capitalization_table) — The cap table — background (reference)

## Read further

- https://lopifi.com/md/accounting/cap-table
- https://lopifi.com/md/accounting/option-pool

- **Track:** [Cap tables & raising](https://lopifi.com/md/learn/equity)
- **Part of:** [The cap table explained](https://lopifi.com/md/learn/cap-table-explained) — 4 min
- **Terms taught:** [Fully diluted](https://lopifi.com/md/glossary/fully-diluted), [Cap table](https://lopifi.com/md/glossary/cap-table), [Option pool](https://lopifi.com/md/glossary/option-pool)
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