Cap Table

Preferred Stock vs. Common Stock

Definition

Preferred stock is the class of shares typically issued to investors, carrying rights common stock doesn't have, most importantly a liquidation preference and often a board seat or veto rights. Common stock, usually held by founders and employees, carries no such preferences.

The "preferred" in preferred stock refers to priority, not quality: preferred shareholders get paid out first in a sale or liquidation, ahead of common shareholders, and only after their preference is satisfied does anything flow down to common stock. Preferred stock also often carries anti-dilution protection, which adjusts an investor's effective price if a later round prices lower than theirs.

Employee stock options almost always convert into common stock, not preferred, which is part of why the same exit price can produce very different outcomes for an investor holding preferred shares versus an employee holding common ones. The gap only shows up clearly once the liquidation waterfall is actually calculated.

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