Liquidation Preference Calculator

See how exit proceeds split between investors and common holders under a liquidation preference, with or without participation. The result updates as you type so you can compare scenarios quickly.

The method

How it is worked out

Preferred gets max(preference, pro-rata) if non-participating; preference + pro-rata of the rest if participating
preference
Invested × multiple, paid before common
participation
Whether preferred also shares the remainder

Keep in mind

What it leaves out

  • SeniorityLater rounds are often paid before earlier ones.
  • Options and debtUnexercised options and debt change the split.

Use the calculator to compare scenarios rather than as a guaranteed forecast.

About the Liquidation Preference Calculator

See how an exit is split between investors and common holders under a liquidation preference, and what participation costs founders.

How it works and an example to tryShow less

How to use the result

Preferred receives the greater of its preference (invested times multiple) and its pro-rata share if non-participating; the preference plus a pro-rata share of the rest if participating, subject to any cap. Common shares the remainder.

Example to try

On a £30m exit with £8m invested at 1× for 35%, non-participating preferred takes £10.5m and a 1% common holder gets about £300,000. With full participation the same holder gets about £250,000.

Put it to work

Try it on a real situation

Load an example

What moves the result most

    Worked out from your figures above. Tap a row to try it.

    Who uses it, and when

    Founders and employees reading a term sheet or planning for an exit.

    Mistakes worth avoiding

    • Assuming everyone is paid pro-rata.
    • Forgetting later rounds are usually senior to earlier ones.
    • Overlooking that options and debt come out before common.

    Questions

    What does the Liquidation Preference Calculator do?

    See how exit proceeds split between investors and common holders under a liquidation preference, with or without participation.

    How should I use the result?

    Preferred receives the greater of its preference (invested times multiple) and its pro-rata share if non-participating; the preference plus a pro-rata share of the rest if participating, subject to any cap. Common shares the remainder.

    Does TechBullion store the information I enter?

    The core calculation or transformation runs in your browser. Normal website security and analytics may still record page-level events, but the tool does not need to create a public record from your inputs.

    What mistakes do people make with a liquidation preference calculator?

    Assuming everyone is paid pro-rata. Forgetting later rounds are usually senior to earlier ones. Overlooking that options and debt come out before common.

    Is the result guaranteed?

    No. Use the result as a practical check or planning aid and verify important decisions with the relevant primary source, provider or professional advice.

    Part of the guide · Instruments and the cap table · 15 tools

    Startup fundraising and equity

    Valuation methods, SAFE and convertible note conversion, cap tables, dilution, option pools, liquidation preferences, burn rate and runway.

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