Cap Table Calculator with Liquidation Preference
A free cap table calculator with full liquidation preference, participation rights, and exit waterfall modeling — built for founders who want to know exactly what they walk away with at exit.
How an exit waterfall calculator works for startups
An exit waterfall calculator runs the four phases that determine how acquisition or IPO proceeds get distributed across your cap table. First, senior debt is paid. Then the liquidation preference stack is paid in seniority order — newest investors usually go first. Then participating preferred stockholders also share in the residual common pool. Finally, the remaining proceeds split among founders, employees, ESOP, and any non-participating preferred who chose to convert. This cap table calculator with liquidation preference runs all four phases so you can see exactly where every dollar goes — and an exit waterfall calculator startup founders can use before signing a term sheet is the single best way to avoid the "I had no idea preferences would eat my common pool" surprise after a sale.
Liquidation preference multiple — 1×, 1.5×, 2×, and 3× explained
The liquidation preference multiple calculator built into this tool models any LP multiple per stakeholder. The math is simple: LP payout = invested × multiple. 1× is the modern Silicon Valley standard — investors get their money back before common holders see a dollar. 1.5× and 2× show up in bridge rounds, down rounds, distressed financings, or aggressive late-stage deals. 3× is rare and considered predatory. The higher the multiple, the larger the preference overhang founders need to clear before they participate in the upside.
Participating vs non-participating preferred stock
With 1× non-participating preferred, an investor on a $10M check at a $100M exit chooses the higher of: (a) their $10M preference, or (b) their pro-rata share of the entire exit. They take one or the other — not both. With 2× participating preferred, the same investor takes $20M off the top AND then participates pro-rata in the remaining $80M. This 2x participating preferred waterfall calculator shows the impact: at a $100M exit, switching one $10M Series A check from 1× non-participating to 2× participating can cost founders $8–12M. That is why founder-friendly term sheets always specify 1× non-participating.
Anti-dilution clauses — weighted average vs full ratchet
Anti-dilution protects investors against down rounds by recalculating their conversion price downward and issuing them bonus shares. The three common types are: none, weighted average (broad-based or narrow-based), and full ratchet. Weighted average broad is the standard, narrow is more protective of investors, and anti dilution full ratchet calculator scenarios are rare and hostile — full ratchet effectively repricing the entire prior round at the down-round price. Our tool models all three and recalculates the preferred conversion ratio before the exit waterfall runs.
Founder dilution after Series A and Series B
Benchmarks for founder ownership: post-Seed founders own ~60%, post-Series A ~40%, post-Series B ~28%, post-Series C ~20%. Deviations from these ranges signal unusual valuations or aggressive option pool expansions. This cap table calculator for series a founders shows your trajectory across rounds, and the founder dilution calculator after series b view highlights when a 2× participating preferred or a 20% pre-money pool expansion has dragged your post-Series-B ownership below the 25% floor where future rounds become significantly more painful.
How SAFEs convert in a cap table
SAFEs (Simple Agreements for Future Equity) convert to preferred stock on the next priced round, usually at the lower of (a) the valuation cap or (b) a discount to the priced round price. This saas cap table template with safes tool lets you model SAFEs as a stakeholder type with an invested amount; the conversion math is simplified to a fixed share count at model time so you can see how SAFE holders fit into the LP stack at exit.
Pro-rata rights at exit and in follow-on rounds
Pro-rata rights are future-round rights — they give an investor the right to maintain their ownership percentage in subsequent funding rounds. The pro rata rights calculator view in this tool flags every preferred stakeholder with pro-rata as a badge, but pro-rata does not affect exit waterfall math. What matters at exit is the shares and preferences on the cap table at that moment.
Option pool expansion and cap table impact
The classic option pool shuffle: VCs typically require a 10–20% pool expansion before the round closes (pre-money), which dilutes founders and existing investors but not the incoming VC. This cap table with option pool calculator surfaces that impact in the report card. A 15% pre-money pool on a $30M pre-money Series A effectively reduces the founders' valuation by ~$4.5M before the new check arrives.
How much do founders walk away with at exit?
At a $100M exit with clean Series A terms (1× non-participating, weighted avg broad, 15% ESOP), founders typically clear $35M–$48M. With 2× participating and full ratchet, the same exit produces $12M–$20M for founders. The difference is the cost of bad term sheet negotiation. This founder take home at exit calculator models both scenarios side by side using the Scenario A vs B Compare panel, with a delta table showing exactly how many millions changed hands. The preferred stock waterfall calculator view breaks the impact down per stakeholder so you can spot which term moved which dollar.
Frequently asked questions
How do you calculate cap table dilution after a Series A?
Series A dilution is calculated as: investor shares ÷ (pre-round shares + investor shares + any new ESOP shares). At a typical $10M Series A on $30M pre-money, investors take about 25%, founders drop from ~70% post-seed to ~52% post-Series A, and the 10% ESOP expansion eats another 7% from founders before investors come in.
What is 2× participating preferred stock?
2× participating preferred means an investor gets back 2× their investment FIRST at exit, AND then also participates pro-rata in the remaining common pool. On a $10M investment with $100M exit, they get $20M preference + their pro-rata share of the remaining $80M. It is aggressive and founder-unfriendly — 1× non-participating is the modern standard.
Does this calculator handle anti-dilution full ratchet?
Yes. Full ratchet anti-dilution adjusts a preferred investor's conversion price down to the new round's price, issuing them bonus shares to compensate for a down round. Our calculator models this by recalculating the preferred conversion ratio before the exit waterfall runs, which dilutes founders further.
How much do founders keep at a $100M exit?
It depends entirely on the preference stack. With clean terms (1× non-participating, standard weighted average), founders typically clear 35–50% of a $100M exit after 2 rounds. With a 2× participating preferred stack and full ratchet, the same founders can clear under 20%. Use the tool to model your actual terms.
What is the exit waterfall for a startup?
An exit waterfall is the order in which exit proceeds are distributed: senior debt first, then liquidation preferences in seniority order, then participation payouts for participating preferred, then the common pool (founders + employees + converted non-participating preferred). Our calculator runs all four phases.
How do SAFEs convert in a cap table?
SAFEs convert to preferred stock on the next priced round, usually at the lower of (a) the valuation cap or (b) a discount to the priced round price. Our calculator treats SAFEs as a stakeholder type with an "invested" amount; the conversion math is simplified to a fixed share count at model time.
What are pro-rata rights and do they affect exit math?
Pro-rata rights give an investor the right to maintain their ownership % in future rounds. They do not affect exit waterfall math — that is determined by the shares and preferences on the cap table at exit time. The tool flags pro-rata rights as a badge but does not include them in the waterfall.
How does the option pool affect the cap table?
The option pool dilutes every pre-round stakeholder at the time of expansion. At exit, unvested options typically revert to common (or get cancelled), while vested options convert to common and share in the residual pool. Our calculator treats the option pool as a single common-equivalent stakeholder.
What is the liquidation preference multiple?
The LP multiple is how many times an investor gets their money back before common stockholders see a dollar. 1× is the modern standard. 1.5× and 2× appear in later-stage or down-round deals and are significantly founder-unfriendly. 3× is rare and predatory.
Is this cap table calculator free?
Yes — 100% free, no signup, no email required, no feature gates. Runs entirely in your browser, nothing is uploaded. Save your cap table to a shareable URL or export as PNG/CSV. No watermark.