Investors’ Edge: Preferred Shares Explained

Preferred shares vs Common shares

Private companies will issue two types of shares: preferred and common. Preferred shares are allocated to investors, while common shares are typically set aside for founders and employees

Preferred shareholders, like VCs, sit higher on the "capital stack," receiving payouts before common shareholders in situations where the company's exit doesn't exceed the total capital raised. Their "liquidation preference," a negotiated multiple (1x, 1.5x, etc.), determines how much of their initial investment must be repaid before common shareholders benefit from the upside of a liquidity event.

This structure makes sense—investors wouldn’t risk putting in $1 million only for the founder to sell the company the next day for the same amount and keep all the proceeds. While these terms are investor friendly they don't exist without good reason and logic.

Convertible Preferred shares give investors flexibility in an exit scenario. They choose between two options:

The converted value of common shares – This is the value they would receive if their preferred shares were converted to common shares, based on the company’s exit valuation.

The preferred value of their investment – A guaranteed payout based on the liquidation preference terms (1x, 2x, etc.).

Naturally, investors will pick whichever option gives them the higher value. This option provides downside protection through the preferred value (recall the liquidation preference multiple) while still offering the potential to participate in the company’s upside growth through conversion to common shares.

For example: If the company exits at a valuation where common shares are worth more than the guaranteed preferred value, the investor will convert to common shares to capture that upside. If the exit valuation is low, they will exercise the preferred value, ensuring they don’t lose out on their investment.

Participating Preferred shares take this a step further by allowing investors to receive both: The preferred value of their investment, plus participate in the upside of of the common shareholders. This effectively combines downside protection with full upside participation, offering a significantly higher return potential than Convertible Preferred shares. Think about it as "having your cake and eating it too," because it maximizes their gains in any exit scenario.

As a founder, understand that raising capital comes with terms designed to protect investors while aligning incentives. Know your share structures and negotiate wisely to strike the right balance for both parties.

This becomes clearer when you see two equal exit scenarios beside each other with different preferred share types.

That’s why we’ve built an Exit Scenario Model. Compare proceeds side-by-side across different share types, exit valuations, ownership percentages, and investment amounts. See exactly what investors (preferred shareholders) and founders (common shareholders) walk away with in any exit scenario.

Find our view only model Here - Please send an email to info@venturesedge.io for a copy.