Cap Table Liquidation Waterfall & Net Proceeds Simulator
Calculate who gets paid first upon acquisition or IPO. Model 1x Preferred Stock liquidation preferences, preferred conversion thresholds, and federal tax-free proceeds under IRC § 1202 QSBS.
Model Exit Distributions, 1x Preferred Preferences, and QSBS Net Cash
Exit Transaction Parameters
Legal fees, banker fees, and senior debt repaid before equity distributions.
Founders holding Qualified Small Business Stock for 5+ years pay 0% federal capital gains tax on their first $10,000,000 of proceeds, saving up to $2,380,000 in cash per shareholder.
Cap Table Distribution Breakdown
10,000,000 fully diluted shares
| Shareholder Class | Ownership | Preference Status | Gross Payout | QSBS Shield | Fed Tax (23.8%) | Net Cash |
|---|---|---|---|---|---|---|
Series A Preferred (VC) 2,500,000 shares | 25.0% | Converted to Common | $6,125,000 | — | -$1,457,750 | $4,667,250 |
Founders Common Stock 6,000,000 shares | 60.0% | Pro-Rata Common | $14,700,000 | +$2,380,000 | -$1,118,600 | $13,581,400 |
Vested Employee Options 1,500,000 shares | 15.0% | Less Strike Price | $3,525,000 | — | -$838,950 | $2,686,050 |
What is a liquidation preference?
A liquidation preference is a preferred stockholder’s right to be paid a set amount, usually 1x the amount invested, before common stockholders when the company is sold or wound down. It protects investors in modest exits.
With a 1x non-participating preference, the most common early-stage term, the investor takes the greater of its money back or what it would receive by converting to common stock. With a participating preference, it takes its money back and then also shares in the rest.
Who gets paid first when a startup is sold?
Sale proceeds go first to creditors and transaction costs, then to preferred stockholders up to their liquidation preferences (senior series before junior ones, or side by side if the series are pari passu), and finally to common stockholders, including founders and employees who hold vested or exercised options.
When does preferred stock convert to common?
A non-participating preferred holder converts when its share of the proceeds as common stock exceeds its preference. For a single series, that happens once the exit value is above the preference divided by the investor’s ownership percentage.
Example: an investor who paid $5,000,000 for 20% takes its $5,000,000 preference in a $20,000,000 sale (20% would be only $4,000,000), leaving $15,000,000 for common. In a $40,000,000 sale it converts and takes $8,000,000.