Exit Waterfall Workshop

What this session 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.

What will be covered

• How an exit waterfall actually works: order of payment, preferences, participation
• Modeling ownership, preferences, and dilution together in real scenarios
• Common edge cases: seniority stacks, caps on participating preferred, conversion decisions
• Where AI speeds up the work and where human judgment still matters
• Sanity-checking an exit waterfall before you trust the output

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 available after the workshop for participants who want 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