Distribution waterfall
Also called: fund waterfall
ELI5
The rules for who receives sale proceeds and when.
Used in conversation
“The distribution waterfall includes return of capital, hurdle and carry.”
Definition
The contractual order and formula for distributing investment proceeds.
Here “Distribution waterfall” means: The contractual order and formula for distributing investment proceeds.
Pitch context
You will see “Distribution waterfall” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches exits, liquidity & investor returns.
Why it matters: In exits, liquidity & investor returns, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Connected terms
- WaterfallThe search label “Distribution waterfall” can route to both entries.
Sources & evidence · 6
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossaryDirect source · primary · checked 2026-08-16
- IFRS Foundation — IFRS GlossaryDirect source · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateSupporting source family · practitioner · checked 2026-08-16