Model startup exits with dilution, preferences, taxes, vesting. See founder, employee, and investor payouts clearly. Make better career and equity decisions before signing offers.
| Scenario | Exit Value | Debt | Fees | Preferred Terms | Your Stake | After-Tax Proceeds |
|---|---|---|---|---|---|---|
| Base case | $50,000,000 | $2,000,000 | 2.5% | 1x non-participating, 35% | 600,000 vested shares | $1,803,600.00 |
| Lower exit | $25,000,000 | $2,000,000 | 2.5% | 1x non-participating, 35% | 600,000 vested shares | $473,538.46 |
| Higher exit | $90,000,000 | $2,000,000 | 2.5% | 1x non-participating, 35% | 600,000 vested shares | $3,488,400.00 |
1. Transaction fees = Exit valuation × Fee rate.
2. Distributable equity = Exit valuation − Debt − Transaction fees.
3. Preference entitlement = Lesser of distributable equity and invested capital × preference multiple.
4. Preferred as-converted value = Distributable equity × preferred ownership.
5. Your fully diluted ownership = Vested shares ÷ fully diluted shares.
6. Your gross proceeds depend on whether preferred investors keep preference, convert, or participate with a cap.
7. After-tax proceeds = Max(0, gross proceeds − exercise cost) × (1 − tax rate).
This model is intentionally practical. It estimates likely cash proceeds for a founder or employee under common startup exit structures, then stress-tests those proceeds across a range of exit values.
Liquidation preference gives preferred investors priority before common holders share proceeds. A 1x preference usually returns their invested capital first. That can materially reduce founder or employee payouts in smaller exits.
Non-participating preferred usually chooses either the liquidation preference or conversion into common, whichever pays more. Participating preferred can take the preference first and still share remaining proceeds, which is usually harsher for common holders.
Vesting matters because unvested shares or options often do not participate fully in an exit. Entering a vested percentage helps you estimate what portion of your grant is actually eligible for proceeds.
Exercise cost reduces what option holders keep. If your strike price is high, the cost to exercise vested options can materially lower net proceeds, especially in modest exits.
This calculator estimates taxes using a single blended rate. Actual taxes can differ based on holding period, local rules, incentive stock treatment, and whether the deal pays cash, stock, or earn-outs.
No. It is a planning tool, not legal, tax, or investment advice. Use it to compare scenarios, then confirm assumptions with your lawyer, accountant, or startup finance lead.
Yes. Change the exit value, debt, fees, ownership, and preference terms to stress-test best, base, and downside outcomes. The chart helps you see how proceeds change across scenario ranges.
Fully diluted shares include all outstanding common shares plus options, warrants, and other convertible claims. Using fully diluted shares gives a more realistic ownership percentage and exit estimate.
Important Note: All the Calculators listed in this site are for educational purpose only and we do not guarentee the accuracy of results. Please do consult with other sources as well.