Exit waterfall calculator
Enter a cap table with up to six preferred series and a sale price. See what each holder gets, which series convert, and where each one flips.
Simulator
Liquidation waterfall
The example is Northwind Labs at its sale. Open “Change the cap table” to enter your own holders and terms.
Series B participation
- Founders get
- $49.09M
- 40.91% of the money
- Founders own
- 46.15%
- of all shares
- Per common share
- $8.1818
- Preference stack
- $42M
- paid before common
Who gets the $120M
- Founders
- Employees
- Seed
- Series A
- Series B
| Holder | Owns | Choice | Gets | Share of the money |
|---|---|---|---|---|
| Founders | 46.15% | Common | $49.09M | 40.91% |
| Employees | 7.69% | Common | $8.18M | 6.82% |
| Seed | 15.38% | Converts | $16.36M | 13.64% |
| Series A | 15.38% | Converts | $16.36M | 13.64% |
| Series B | 15.38% | Preference | $30M | 25% |
| Total | 100% | $120M | 100% |
Chart
- Founders
- Employees
- Seed
- Series A
- Series B
The Series B keeps its preference, because conversion pays less. The Seed and the Series A convert to common. Each common share gets $8.1818.
The founders own 46.15% but get 40.91% of the money: $49.09M of $120M.
The next change comes at $195M, where the Series B converts.