Calculator
Exit waterfall calculator
The percentage on your share certificate is not what you receive. This works through the actual order of payment — costs, debt, then each preference class in seniority order — and shows what is left for ordinary shareholders, and for you.
The exit
The preference stack
Most senior first. Leave a class at zero if it does not exist. "As-converted %" is the share of the company that class would hold if it converted to ordinary shares.
| Step | Paid out | Remaining |
|---|
A model, not advice. Real waterfalls involve escrow, earn-outs, exercise proceeds from options, transaction bonuses and drafting particular to each company's documents. Use this to understand the shape of the calculation, and your own documents for the answer.
The number worth finding
Move the sale price down until the ordinary line reaches zero. That figure — shown as the breakeven below the results — is the sale price at which your shares begin to be worth anything. In a company that has raised heavily, particularly one with a participating preference, it is often startlingly high.
It is also the most useful single fact about a position you already hold. A company you are proud of, growing well, with $85m of preferences ahead of you, needs a very large exit before your percentage means anything at all — and knowing that number changes how you think about follow-ons, about secondaries, and about whether to keep waiting.
If the gap between your proceeds and the naive percentage figure is large, the cause is almost always participation or astacked preference structure. Both are worth understanding before you invest rather than at the point of sale.