Cap Table & Exit Waterfall Simulator

Build out founders, an option pool, and a sequence of funding rounds, then run an exit at any valuation to see exactly who gets paid what — and why.

Founders

Initial option pool (shares)

Funding rounds

Rounds are priced off pre-money valuation. The option pool top-up is added to the share count before pricing, so it dilutes existing holders, not new investors — this is the standard pre-money pool top-up used in most term sheets.

Exit scenario

Seniority stacking Exit valuation ($)

Non-participating preferred investors automatically convert to common whenever their as-converted share of the exit is worth more than their liquidation preference. Participating preferred always take their preference plus a pro-rata share of what's left, up to any cap you set.

Ownership dilution across rounds

Cap table by round

Exit waterfall —

Exit sensitivity

Same cap table, run at different exit valuations relative to the one above.

About this tool

This tool models a startup's ownership structure through multiple financing rounds and simulates how exit proceeds actually get distributed. Set up founders by name and share count, an initial option pool, and a sequence of funding rounds, each with an amount raised, a pre-money valuation, an option pool top-up percentage, a liquidation preference multiple, and whether the round is participating or non-participating preferred, with an optional participation cap. Choose a seniority stacking method, then enter an exit valuation to see the payout to every stakeholder. It's built for founders and early employees trying to understand what a term sheet actually does to their ownership and payout before they sign it.

Each round is priced by dividing its pre-money valuation by the fully diluted share count after the option pool top-up, which sets a price per share and determines how many new shares the round's investors receive; this repeats round by round to build the full dilution history shown in the chart. At exit, the tool runs a waterfall: non-participating preferred holders are compared against their as-converted common value and convert automatically when that's worth more; the remaining preferred stakeholders are paid out in seniority order or pro-rata, depending on the stacking mode you choose; and everything left over is split pro-rata among common holders, the option pool, and any participating or converted preferred.

The conversion decision for each non-participating holder is evaluated against the full exit value independently rather than solved as a simultaneous system, which is a simplification real waterfalls sometimes need extra iteration to resolve precisely in edge cases with several rounds converting at once. The model also doesn't account for convertible notes, SAFEs, secondary sales, anti-dilution ratchets, warrants, transaction fees, or tax treatment. Treat the numbers as a way to build intuition about dilution and preference mechanics, not as a substitute for a term sheet reviewed by a lawyer.