Exit Waterfall Workshop

What this workshop is about

An exit looks simple from the outside. A company sells, proceeds come in, shareholders get paid. Then you look at the cap table and realize preferences, participation, anti-dilution, and conversion logic all change the answer to "who gets what."

This workshop walks through exit waterfalls with a real cap table in front of you: how ownership, liquidation preferences, and dilution interact, and how to model the outcomes before the deal closes, not after.

You can get it two ways. Buy the recording and you have the full session plus every slide and worksheet immediately. The workshop also runs live on a recurring basis, and your purchase includes a seat at every future live session, so you can watch now and join a live run later to work through your own deal scenarios.

What will be covered

The workshop builds a full exit waterfall around a real Series A case study, from the pre-distribution cap table through investor returns at several exit valuations. Along the way:

• The three steps behind every waterfall
• The fundamental test embedded in preferred shares
• How the preference stack and the flavors of liquidation preferences shape the distribution of returns
• Conversion ratios, dividends and how each one bends the outcome
• Proceeds to option and warrant holders: strike prices, when they get exercised, and the difference between cash v. cashless exercises
• Why waterfall math is naturally circular, and how to build a model that resolves it instead of fighting it

Who this is for

Founders modeling exit scenarios before a transaction, investors pressure-testing portfolio outcomes, and operators and advisors who need to explain who gets what. Prior cap table familiarity helps but isn't required.

What you'll walk away with

A working understanding of how exit waterfalls play out across different deal structures, a repeatable approach for modeling them, and a clearer view of when the outcome hinges on preferences vs. dilution vs. conversion decisions.

Follow-up

Practice exercises and 1-on-1 review sessions are available to anyone who has the workshop and wants to apply what they learned to their own cap table or portfolio.

Related

• Cap Table & Exit Waterfall, the underlying model used in the workshop
• Docs: Waterfalls, guides on modeling liquidation preferences and proceeds distribution
• Audit your AI, if you need a review of an AI-built waterfall before you trust it