Liquidation Preference Calculator (1x)
Estimate investor proceeds at exit under a simple 1x non-participating liquidation preference vs converting to common (simplified).
Liquidation preference determines what investors receive at an exit before common shareholders. A common structure is 1x non-participating preferred.
With non-participating preferred, an investor typically takes the greater of (a) their preference amount or (b) what they would receive if they convert to common at their ownership percentage.
Prefer an explanation- Read the guide.
Liquidation preference (1* non-participating): what it means at exitFundraising & valuation hub: pre/post-money, SAFEs, notes, and liquidation prefsEnterprise value vs equity value: how to bridge EV to equityMultiple valuation: how to use ARR/revenue multiples and avoid mix-ups
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1x is common for non-participating preferred. Set to 1 unless you have a different term.
Tip: you can type commas (e.g., 10,000).
Example
Using the default inputs, the result is:
$10,000,000.00
- Exit equity value
- $50,000,000
- Investor investment
- $5,000,000
- Investor ownership (as-converted)
- 20%
- Preference multiple
- 1
How to calculate
- Enter the exit equity value (sale price).
- Enter the investor's original investment and their ownership if converted to common.
- Review whether preference or conversion produces a higher payout.
Formula
Investor proceeds (1x non-participating) = max(preference multiple x investment, ownership % x exit value)
- Models a single investor class with non-participating preferred only (simplified).
- Ignores stacked preferences, seniority, participation, dividends, and caps.
FAQ
What if there are multiple preference stacks-
You need a waterfall model with seniority (Series B before Series A, etc.). This calculator is a simplified single-layer version.
What about participating preferred-
Participating preferred can take preference and then also share in remaining proceeds as common. This calculator does not model participation.
Common mistakes
- Ignoring multiple share classes and seniority (stacked preferences).
- Using post-money ownership that does not match the cap table at exit.
- Assuming participating preferred behaves the same (it does not).
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Quick checks
- Use consistent time units (monthly vs annual) when entering rates and cash flows.
- Run a sensitivity check on the input that drives the result most (often discount rate or growth).
- Treat the output as a decision aid, not a prediction; validate assumptions with reality.