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Exit & liquidation preferences

Exit waterfall calculator: who gets what, at any exit value

Model your full preferred stack — seniority, liquidation multiples, participation and caps — then drag the exit-value slider to watch preferences, participation and convert-to-common decisions play out live.

Live exit waterfall calculator
Edit any field — recomputes instantly

Preferred series

Seniority is set per row (higher number = paid first); order here doesn’t matter.

Exit value
$40M
Total distributed
$40M
StakeholderInvestedProceedsMultipleConverted?
Common—$21.8M——
Option Pool—$3.6M——
Seed$1.5M$5.5M3.64×Yes
Series A$5M$9.1M1.82×Yes

How it works

1. Set the exit value

Type an amount or drag the slider — every payout below recomputes live as the exit value changes, so you can see exactly where each series' payout curve bends.

2. Add your preferred series

Each series carries its own invested amount, shares, liquidation multiple, participation, an optional participation cap, and a seniority rank (higher pays first; equal ranks split pari-passu).

3. Preferences pay out first, by seniority

Senior series are paid their liquidation preference in full before the next rank sees anything; if the exit can't cover a rank's total preference, that rank splits the remaining proceeds pro-rata.

4. Non-participating preferred converts if it's worth more

After preferences, remaining proceeds go to common, options, and any participating preferred pro-rata. Foundily then checks whether each non-participating series would have done better converting to common instead — and shows it as "converted" if so.

Frequently asked

What does "participating" preferred mean?+

Participating preferred gets its liquidation preference paid first, then also shares pro-rata in whatever's left over alongside common — effectively double-dipping, sometimes capped at a multiple of the amount invested. Non-participating preferred instead chooses the better of its preference or converting to common.

How does seniority work when two series have the same rank?+

Series with equal seniority are pari-passu: if the exit value can't cover their combined liquidation preference, they split whatever's available pro-rata by preference amount, rather than one being paid in full before the other sees anything.

When does non-participating preferred convert to common?+

Whenever as-converted common proceeds would exceed the liquidation preference — which typically happens at a large enough exit. Foundily checks this for every non-participating series and marks it "converted" in the payout table when it's the better outcome.

What's a participation cap?+

A ceiling on total proceeds for participating preferred, expressed as a multiple of the amount invested (e.g. 3× invested). Once a capped series hits its ceiling, the remaining proceeds are redistributed pro-rata among the other, uncapped participants.

Need this in your own tool or agent?

The exact same engine is available as a JSON API — one key, deterministic results, an OpenAPI spec and an MCP server.

Use this from the API →