Exit Waterfall Calculator (Liquidation Preference)
Enter the sale price and every preferred class. Preferences are paid by seniority, then remaining proceeds are shared. Non-participating investors automatically convert to common when that pays them more.
Your numbers
| Class | Invested ($) | Pref × (×) | Shares | Participation | Cap × (×) | Seniority | |
|---|---|---|---|---|---|---|---|
- Common share of proceeds
- 66.7%
- Total preference stackcommon breakeven exit
- $10M
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| Holder | Preference | Participation / as-converted | Total | % of exit | Multiple | Decision |
|---|---|---|---|---|---|---|
| Series A | $10M | $0 | $10M | 33.3% | 1× | Takes preference |
| Common | $0 | $20M | $20M | 66.7% | — | — |
Conversion indifference points (non-participating)
| Class | Converts above exit of |
|---|---|
| Series A | $50M |
The formula, in plain English
- Non-participating payout = MAX(Multiple × Investment, Ownership % × Proceeds)
- Participating payout = (Multiple × Investment) + Ownership % × Remaining proceeds
- Capped participating = MIN(Participating payout, Cap × Investment)
- Conversion indifference exit = (Multiple × Investment) ÷ Ownership %
Frequently asked questions
What is a 1x non-participating liquidation preference?
The investor gets the greater of their money back (1× their investment) or their percentage share of the proceeds as if they had converted to common — not both. It is the founder-friendly market standard.
What is participating preferred?
The investor first takes their preference and then also shares in what is left, pro rata. A cap (e.g. 3×) limits the total; above the cap they would rather convert.
Why do founders sometimes get nothing in an exit?
If the sale price is below the total preference stack, preferred holders take everything. That is why structure can matter more than the headline valuation.
Results are estimates for planning and education — not financial, legal or tax advice.