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    Liquidation Preference

    Right of preferred shareholders to be paid before common in an exit.

    Reviewed by Christian Espinosa, Founder, Blue Goat CyberLast reviewed May 5, 2026

    Definition

    A liquidation preference is the multiple of original investment (typically 1x) that preferred shareholders receive before common shareholders see any proceeds in a liquidity event. 'Participating' preferred also share in remaining proceeds pro-rata; 'non-participating' must choose between the preference and converting to common.

    What this means in practice

    In a strong exit, preference rarely matters. In a modest or down exit, stacked preferences across multiple rounds can leave founders and employees with nothing - a 'preference overhang.' Standard MedTech terms today are 1x non-participating.

    Examples

    • A company sells for $80M with $60M of 1x non-participating preferred raised. Preferred takes $60M; common splits $20M.
    • Same exit but with 2x participating: preferred takes $120M (capped at proceeds), wiping out common.
    Common pitfalls
    • •Accepting participating preferred 'just for this round' - it sets a precedent for every subsequent round.
    • •Not modeling waterfall scenarios at multiple exit values.

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    Primary references

    3 sources
    Link health: 3 verified· last checked 2026-06-20
    NVCA·1SVB·1PitchBook·1
    1. 1
      NVCA model docs
      Verified
      NVCAnvca.org
    2. 2
      Silicon Valley Bank - Healthcare Reports
      Verified
      SVBsvb.com
    3. 3
      PitchBook - MedTech Coverage
      Verified
      PitchBookpitchbook.com

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