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Liquidation preference waterfall.

Model how exit proceeds actually distribute. Stack multiple preferred series with 1x or 2x preferences, participating or non-participating, see exactly what each holder receives at any exit price, and find the breakpoints where the math changes.

  • Multiple preferred series (Series Seed through D+), each with its own terms
  • 1x, 2x, 3x preferences; participating, non-participating, or capped participation
  • Founder / common holder proceeds and effective ownership at exit
  • Optional emailed PDF report with the full waterfall breakdown
Waterfall inputs & results

Add a row for each preferred series (latest at the top of the stack is paid first), set the founder / common share count, and pick an exit valuation. Results update live.

Exit scenario
$
Total cash sale proceeds, before fees. Stock-for-stock deals can be approximated using the buyer’s share price.
Include exercised options. The unexercised pool typically does not participate unless options are accelerated and exercised at exit.
Preferred stack (latest first, paid in reverse order of issue)
Waterfall summary
Total exit proceeds
Total preferred preference paid
Remaining for common & participating
Founders / common total
Common share of proceeds
Per-holder breakdown
Holder Preference Participation Total

For non-participating preferred, the calculator picks the higher of preference vs as-converted common, per series, applied via the breakpoint algorithm.

Email me the waterfall report as a PDF.

We’ll send a clean report with the full waterfall, the per-series breakdown, and the founder / common math, ready to share with your board or your counsel before the term sheet is signed.

We’ll send the PDF. Check the box above for occasional corporate-records tips by email. We don’t share your email.

The waterfall, in four steps.

The order matters. Preferred gets paid first, then everyone else splits what’s left, with participating preferred taking from both buckets.

1
Pay preferences in reverse seniority

The latest investors paid first: Series C, then B, then A, then Seed. Each series gets its multiple times its investment, capped at the available proceeds.

2
Non-participating: pick the higher

For non-participating series, compare the preference vs converting to common and taking a pro-rata share. The series takes whichever is higher; the threshold is the conversion breakpoint.

3
Split residual among participating

After preferences are paid, the remainder splits pro-rata among common holders and any participating preferred series, weighted by share count.

4
Capped participation truncates

A 3x cap means a series stops participating once its total payout reaches 3x its investment. Beyond that, additional proceeds go to common only.

The glossary behind the waterfall.

Definitions of the equity instruments and exit mechanics this tool models, plus the sibling calculators for SAFEs, pools, and full priced rounds.

Liquidation preference Multiple, participation, and seniority Preferred stock The instrument that carries the preference Common stock What founders and employees actually hold Anti-dilution Adjustments before the waterfall runs Cap table The input to the waterfall Term sheet Where the preference terms are set Cap Table Dilution Calculator Model dilution before the exit math Option Pool Planner Size the pool that feeds common Multi-SAFE Batch Simulator Convert SAFEs into the preferred stack

A cap table built from the share register.

Octelligence generates the cap table from the share register and records SAFEs, options and warrants alongside the shares, so ownership traces back to the issuances behind it.

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