1.5x Liquidation Preference in Seed Rounds Is Not Market

1.5x Liquidation Preference in Seed Rounds Is Not Market

Author

Peter Walker

|

Read time: 

1 minute

Published date: 

March 11, 2026

Only 3% of Seed and Series A deals had liquidation preferences above 1x last year—founders should reject any term sheet that asks for more without strong...

LinkedIn: 1.5x Liquidation Preference in Seed Rounds Is Not Market

Founders - if an investor in your seed round asks for a 1.5x or 2x liquidation preference, find another investor.

Have gotten a couple DMs recently pointing to early stage deals that come with high liquidation preference and it's just not market! You can say no thanks.

Only 3% of Seed + Series A deals had liq pref over 1x last year (and only 1% of primary rounds).

𝗡𝗼𝘁𝗲𝘀

  • Liquidation preference of 1x means effectively the investor gets paid back their initial capital when the company exits. A 2x would mean the VC gets twice their initial capital back before anyone else shares in the proceeds.

  • Investors usually have to choose between their liquidation preference and their percentage ownership. So if a company exits for $100M, and the investor invested $10M but owns 20%, they will take the ownership ($20M) over the liq pref.

  • Buuut sometimes investors get "participating preferred" where in the scenario above they'd get their original $10M back AND THEN 20% of the remaining return. Double dipping, very uncommon.

Basically the venture world has organized itself around 1x liq pref as the fair standard. Anything above that better be a distressed situation or a late-stage financing.

Otherwise it's just kinda predatory.

Peter Walker
Author: Peter Walker
Peter Walker runs the Insights team at Carta, focused on discovering key data and narratives across the private capital ecosystem. In a former life, he was a marketing executive for a media analytics startup and led the data visualization team at the Covid Tracking Project.

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