Non-participating preferred
Also called: non-participating preference
ELI5
Investors usually take either their preference or common-share value.
Used in conversation
“Non-participating preferred aligns better in many ordinary exits.”
Definition
Preferred stock whose holder generally chooses between taking the preference or converting to common to share proceeds.
Here “Non-participating preferred” means: Preferred stock whose holder generally chooses between taking the preference or converting to common to share proceeds.
Pitch context
You will see “Non-participating preferred” 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