Liquidation waterfall
Also called: exit waterfall
ELI5
The order and formula for splitting sale proceeds.
Used in conversation
“Model the liquidation waterfall at several exit values.”
Definition
The calculation and order by which transaction proceeds are distributed among security holders.
Here “Liquidation waterfall” means: The calculation and order by which transaction proceeds are distributed among security holders.
Pitch context
You will see “Liquidation waterfall” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet economics.
Why it matters: In term-sheet economics, 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.
Sources & evidence · 5
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateDirect source · practitioner · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossarySupporting source family · 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