Model any exit and any round. In minutes.

Model exit waterfalls (liquidation preferences, SAFEs, convertibles, carve-outs) and priced rounds, with post-money valuation, price per share, and per-stakeholder dilution. Share live, 
or let stakeholders run scenarios themselves.

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No credit card required

Dashboard interface of Waterfalls.app SaaS

Finally, a tool that handles waterfalls correctly.

Cap table modeling with multiple share classes, SAFEs and convertibles

Model any cap table, correctly

SAFEs, convertibles, debt, multiple preference stacks… it all just works. No hacks, no broken formulas. Every instrument is handled in the right order, down to the last cent.

Exit scenario simulator showing waterfall recalculation in real time

Scenarios
in seconds

Change the exit price, toggle conversion, adjust carve-outs. Waterfalls recalculates instantly. You can explore every “what if” live, instead of waiting hours on a spreadsheet rebuild.

Sharing a live waterfall model via secure link with stakeholders

Share without 
version chaos

No more emailing six Excel files back and forth. Just share a secure link. Stakeholders see the same model you trust, and can even test scenarios themselves if you allow it.

We built Waterfalls to help deal teams model exits faster, smarter, and without errors.

"Finally, a tool that makes complex liquidation waterfalls effortless to model."

Anna

VC Associate

"We saved days of manual Excel work thanks to this app.”

Mark

Startup CFO

"Clear, accurate, and investor-ready in minutes, a huge time saver.”

Claire

M&A Analyst

The only calculator I trust for liquidation preferences and cap tables.

Julia

Corporate Lawyer

"Every founder should use this before fundraising or an exit."

Tom

Tech CEO

Turns painful spreadsheet modeling into a two-minute task.

Peter

Private Eq. Analyst

The exit calculator behind board-ready decisions

Unlimited Share Classes & Shareholders

Model complex cap tables with no limits: multiple classes, holding structures, liquidation preferences, caps, and cumulative dividends. Every layer of the stack applied in the right order, every time.

Cap table interface with multiple share classes, holding structures and liquidation preferences

Stock Options & Vesting

From cliffs to linear vesting, exercised or not, even underwater. Waterfalls models every option scenario. So you can finally present fair, defensible outcomes to employees and boards.

Stock options and vesting schedule modeling with cliffs and exercise tracking
SAFEs and convertible note conversion with valuation caps and discounts

SAFEs & Convertible Notes

Discounts, valuation caps, accrued interest, all calculated automatically. Waterfalls handles every convertible detail from seed to exit, so you never fight with formulas again.

Exit Scenarios & Simulations

Test exit values, conversion choices, and option treatments in real time. Waterfalls recalculates instantly, so you can run live “what if” sessions with partners, boards, or acquirers.

Exit scenario simulator running side-by-side what-if comparisons
Live waterfall payout chart at varying exit values
Per-shareholder payout breakdown by share class
Management carve-out modeling with pre or post preference allocation

Carve-Outs

Pre or Post Preference

Whether management incentives sit before or after investor preferences, model carve-outs accurately with thresholds and parallel or sequential rules. No side models, no guesswork.

Model your next round, not just your exit

Waterfalls also models a new priced round and what it does to your cap table, so you can see the dilution before you sign a term sheet, not after.

Post-money valuation & price per share

Enter a pre-money valuation and a raise amount. Waterfalls returns the post-money valuation, the price per share, and the new shares issued: the numbers a term sheet turns on.

Ownership before and after

Every stakeholder's ownership is recomputed across the round, with the exact dilution, in percentage points, that each founder, investor, and employee absorbs.

Priced rounds, on every plan

The fundraising mode covers priced equity rounds: the forward-looking companion to the exit waterfall, on the same decimal-precision engine, included on every plan.

Learn the mechanics: pre-money vs post-money valuation and how dilution works round by round. Or see it for founders and finance teams.

Try Waterfalls
free

Sign up and start modeling in minutes. The Free plan runs the full engine with no credit card. Upgrade to Pro when you need unlimited waterfalls, shareable links, and priority support.

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More about the founder

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Discover the story

Common questions, honest answers

What is an exit waterfall calculator?
An exit waterfall calculator models how proceeds from a company sale or exit are distributed among shareholders, investors, debt holders, and employees. It takes into account liquidation preferences, SAFEs, convertible notes, stock options, and carve-outs. Waterfalls is built to handle all of these instruments automatically, without broken spreadsheets.
Who is Waterfalls built for?
Waterfalls is designed for:
- VC and PE professionals who need accurate exit modeling for investments
- M&A advisors preparing scenarios during sale processes
- Startup CFOs and finance teams presenting outcomes to boards and investors
- Founders who want to understand their personal take-home at exit
How does Waterfalls handle post-money SAFEs?
Post-money SAFEs are modeled with correct dilution mechanics, valuation caps, discounts, and MFN provisions. Unlike many spreadsheet models, Waterfalls automatically reconciles the SAFE conversions in the right order, ensuring accuracy at exit.
Does Waterfalls handle debt and equity together?
Yes. Waterfalls is one of the only tools that properly handles debt + equity in the same waterfall. Senior debt is applied first, then preferred equity preferences, then common equity and options. Everything is reconciled down to the penny.
Can I model multiple share classes and preferences?
Yes. Waterfalls supports unlimited share classes with different liquidation preferences, participation rights (capped or uncapped), and cumulative dividends. From Series A to Series E and beyond, every layer of the stack is modeled correctly.
What about stock options and employee equity?
Stock options are fully supported, with cliffs, vesting schedules, underwater treatment, and four different cash exercise strategies. This lets you model realistic outcomes for employees and communicate them clearly.
Can I model carve-outs or management incentives?
Yes. Waterfalls supports both pre- and post-preference carve-outs with sequential or parallel allocation and thresholds. This makes it possible to model founder or management incentive pools with accuracy.
Can I run exit scenario simulations?
Absolutely. You can change exit values, toggle debt conversions, adjust carve-outs, or include/exclude options, and Waterfalls will instantly recalculate the full distribution. This makes it ideal for live board discussions or deal negotiations.
Can I model a fundraising round and its dilution?
Yes. Alongside exit modeling, Waterfalls has a fundraising mode that models a new priced round. Enter a pre-money valuation and a raise amount, and it returns the post-money valuation, price per share, new shares issued, and every stakeholder's ownership and dilution before and after. It models priced equity rounds.
Does Waterfalls provide conversion optimization?
Yes. The engine automatically tests whether convertible instruments should convert or stay senior, based on which outcome maximizes their return. This saves hours of manual comparison in Excel.
Is Waterfalls secure?
Yes. Authentication is handled by Clerk, and each account's data is isolated with Supabase row-level security. You control who has access to shared links, and no data is sold or shared with third parties.
Is this legal or tax advice?
No. Waterfalls provides financial modeling only. It does not provide legal, accounting, or tax advice. You should always review exit outcomes with your legal and tax advisors before making decisions.
Can Waterfalls replace my Excel model?
Yes, for exit waterfalls specifically. Waterfalls is not a general-purpose financial model, but it replaces the most error-prone and time-consuming part: liquidation waterfalls with complex instruments. Many users still keep Excel for budgets and forecasts, but rely on Waterfalls for exits.
Can founders use Waterfalls to understand their own outcomes?
Yes. While the tool is built for finance professionals, founders can also use it to understand how SAFEs, notes, preferences, and options affect their personal outcome at different exit values.

Waterfalls was solo founded by Jérôme Bestel, an entrepreneur and creative director who spent over a decade building Slidor, a leading creative agency. Frustrated by how exit waterfalls were still managed in error-prone spreadsheets, he set out to create a tool that makes this process transparent, accurate, and effortless. Waterfalls combines rigorous financial logic with a clean, intuitive product experience, helping founders and investors clearly understand value distribution at exit and make better decisions.