VC Term Sheet Basics: Valuation, Dilution, Liquidation Preference, Pro-Rata
If you're interviewing for VC (or growth), term sheets are where simple headlines ('$20M pre') hide real economics (option pool, liquidation preference, pro-rata). This guide gives you the interview-ready mental model + cap table math you're expected to do on a whiteboard.
Note
Module Reading: This article accompanies the Deal Terms & Incentives module in our Venture Capital interview prep track.
A term sheet is where simple headlines ("$20M pre-money") hide real economics (option pool timing, liquidation preference, pro-rata). If you're prepping for VC interviews, you need to know how to translate terms into ownership and payoff outcomes—and spot the "gotchas" that interviewers love to test.
This guide covers the economics and control terms that matter most, with cap table math you can work through on a whiteboard.
The Interview Signal
When someone says "$10M pre-money," immediately ask yourself: What's the option pool? When is it created? What's the liquidation preference? The headline number is never the full story.
What a Term Sheet Really Is (And What It Isn't)
A term sheet is the high-level agreement that sets the main deal terms (economics + governance). Most of it is non-binding, but it drives the definitive legal documents and usually includes a few binding items (often confidentiality, exclusivity, and expense coverage).
In interviews, you're not expected to be a lawyer. You are expected to:
- Translate terms into ownership + payoff outcomes
- Spot "gotchas" (pool timing, participation, stacked preferences)
- Explain incentives like a VC (alignment, control, downside protection)
The Two Buckets: Economics vs Control
Most term sheets can be bucketed into two categories. This framing is how practitioners actually think about negotiations:
1) Economics (Who Gets How Much Money)
Key Economic Terms
| Term | Definition | Note |
|---|---|---|
| Valuation / Price | Pre-money, post-money, price per share | The headline number everyone focuses on |
| Option Pool | Size + whether it's created 'pre' or 'post' | Timing dramatically affects founder dilution |
| Liquidation Preference | 1x? Participating? Seniority? | Who gets paid first and how much |
| Pro-Rata Rights | Right to maintain ownership in future rounds | Follow-on investment protection |
| Anti-Dilution / Dividends | Protection against down rounds / accruing returns | Usually not the 'headline' but can bite |
2) Control (Who Gets to Decide)
Key Control Terms
| Term | Definition | Note |
|---|---|---|
| Board Composition | How many seats, who appoints them | Where governance decisions happen |
| Protective Provisions | Veto rights on key actions | Investor approval required for major decisions |
| Drag-Along / Voting | Ability to force sale if thresholds met | Exit mechanics |
| Founder Vesting / Employment | Incentive alignment terms | Keeps founders locked in |
Valuation 101: Pre-Money vs Post-Money (And Price Per Share)
The Core Formulas
Post-money = Pre-money + New Money InvestedThis is the foundation of all valuation math. Post-money represents the company's implied value immediately after the investment closes.
Investor Ownership = New Money / Post-moneyThis simplified formula gives you investor ownership percentage. For example: $2M / $10M = 20%.
New Money=Amount of new capital being investedPost-money=Pre-money + New MoneyPrice Per Share (Interview Version)
Investors care about fully diluted ownership—which includes common shares, existing options, and the new option pool being negotiated. This is why the option pool discussion matters so much.
Price/Share = Pre-money / Fully Diluted Shares OutstandingFully diluted includes all shares that could be issued: common, preferred, options, warrants, and the new option pool.
Interview Trap
Never assume "fully diluted" means the same thing in every context. Always clarify: Does it include the new option pool? The answer changes the math significantly.
Dilution & the "Option Pool Shuffle" (Cap Table Example)
This is the #1 place interviews try to trick you. The key insight: "$X pre-money" is meaningless unless you know the option pool treatment.
The Same Headline, Different Outcomes
Let's work through a concrete example:
Setup: Series A Term Sheet
- Founders currently own: 8,000,000 shares
- New Series A investment: $2.0M
- Headline pre-money: $8.0M
- Investor requirement: 10% post-money option pool (created before financing closes)
Step 1: Compute Price Per Share
Price/Share = $8.0M / 8.0M shares = $1.00/sharePre-money divided by existing shares gives us the price per share for this round.
Step 2: Calculate Investor Shares
Investor Shares = $2.0M / $1.00 = 2,000,000 sharesThe investor's check size divided by price per share equals their share count.
Step 3: The Option Pool Shuffle Math
Here's where it gets interesting. The investor wants a 10% post-money option pool, created from the pre-money. Let's solve for how many shares that requires:
Solving for Option Pool Shares
Let option pool = x shares
Post-money shares = 8.0M (founders) + 2.0M (investor) + x (pool)
Pool must be 10% of post-money:
- x = 10% × (10.0M + x)
- x = 1.0M + 0.1x
- 0.9x = 1.0M
- x = 1,111,111 shares
Final Cap Table
Post-Financing Cap Table
| Term | Definition | Note |
|---|---|---|
| Founders | 8,000,000 / 11,111,111 = 72.0% | Down from 100% → absorbed pool dilution |
| Investor | 2,000,000 / 11,111,111 = 18.0% | Not 20% because pool expanded denominator |
| Option Pool | 1,111,111 / 11,111,111 = 10.0% | Reserved for future employees |
What Actually Happened Here
Without the pool, the investor would own 20% ($2M / $10M post).
With a "10% post pool" created pre-close, the investor ends up at 18% and founders drop to 72%—but founders feel the pain because the pool is for future hires, not the investor.
This is why founder-focused advisors emphasize: always negotiate pool size and timing separately from valuation.
Liquidation Preference: Waterfalls + Participation
Liquidation preference decides who gets paid first in an exit (M&A, liquidation, or sometimes change-of-control). This is where economics can diverge dramatically from ownership percentages.
The 3 Interview-Relevant Types
Liquidation Preference Structures
| Aspect | Non-Participating | Participating |
|---|---|---|
| How It Works | Investor chooses: preference OR conversion | Investor gets: preference PLUS participation |
| At Low Exits | Takes preference (money back) | Takes preference + share of remainder |
| At High Exits | Converts to common (better upside) | Gets preference + full pro-rata share |
| Founder-Friendliness | More founder-friendly | Less founder-friendly ('double-dip') |
| Common In | Most Series A term sheets | Growth rounds, down rounds, complex deals |
Waterfall Example: $5M vs $30M Exit
Setup
- Investor put in: $2.0M for preferred stock
- Investor owns: 20% on an as-converted basis
- Exit scenarios: $5M and $30M
Case A: 1x Non-Participating Preference
Investor gets max(1x preference, conversion value):
Non-Participating at Different Exits
| Term | Definition | Note |
|---|---|---|
| Exit at $5M | Preference = $2.0M vs Conversion = $1.0M (20% × $5M) | Investor takes $2.0M preference, founders get $3M |
| Exit at $30M | Preference = $2.0M vs Conversion = $6.0M (20% × $30M) | Investor converts, takes $6.0M pro-rata |
Case B: Participating Preferred ("Double-Dip")
Investor gets their preference first, then their pro-rata share of the remainder:
Participating at Different Exits
| Term | Definition | Note |
|---|---|---|
| Exit at $5M | Preference: $2.0M + Participation: 20% × $3.0M = $0.6M | Investor total: $2.6M; Common gets $2.4M |
| Exit at $30M | Preference: $2.0M + Participation: 20% × $28.0M = $5.6M | Investor total: $7.6M (vs $6.0M non-participating) |
The Interview Insight
At low-to-mid exits, participating preferred significantly shifts economics toward investors. At massive exits, the difference shrinks because conversion value dominates anyway.
This is why founders should model exit scenarios—the liquidation preference structure can swing outcomes dramatically.
Two More Liquidation "Gotchas" for Interviews
Advanced Preference Terms
| Term | Definition | Note |
|---|---|---|
| Seniority / Stacking | Later rounds can be senior to earlier rounds (paid first) | Or pari passu (share proportionally) |
| Multiple Preference (e.g., 2x) | Investor gets 2x+ invested capital before common | Generally considered founder-unfriendly |
| Capped Participation | Participation limited to a cap (e.g., 3x return) | Compromise between participating and non-participating |
Pro-Rata Rights: Why VCs Care
Pro-rata means the investor has the right to invest in future rounds to maintain their ownership percentage (or a defined amount). It's a core economic term because it lets VCs:
- Double down on winners—increase exposure as conviction grows
- Protect ownership in a power-law world where a few winners matter most
- Plan reserves—allocate follow-on capital strategically
Interview Nuance
Pro-rata is valuable only if the fund has reserves and conviction. It's not just "nice to have"—it's a core part of portfolio construction strategy. VCs who can't exercise pro-rata in their winners risk getting diluted out of their best investments.
Control Terms That Change Incentives (Board + Vetoes)
Board Composition
A common early-stage pattern is some split of:
- Founder/common seats (usually 1-2)
- Investor seat(s) (usually 1 per lead investor)
- Independent seat (sometimes added, often at Series B+)
Control is less about "owning 51%" and more about board + protective provisions. A founder can own 60% but still need investor approval for major actions.
Protective Provisions (The VC Veto List)
These are clauses that require investor approval for major actions. They effectively give investors veto rights over decisions that could harm their equity value or return:
Common Protective Provisions
| Term | Definition | Note |
|---|---|---|
| Equity Issuance | Creating new shares or option grants above threshold | Protects against dilution |
| Sale of Company | M&A, asset sales, change of control | Ensures investor approval on exit |
| Debt / Guarantees | Taking on debt above a threshold | Protects against overleveraging |
| Charter Amendments | Changes to incorporation documents | Protects investor rights and preferences |
| Dividends / Distributions | Paying out cash to shareholders | Ensures capital stays in the business |
Incentive Alignment Terms
Alignment Mechanisms
| Term | Definition | Note |
|---|---|---|
| Founder Vesting | Usually 4 years with 1-year cliff | Keeps founders locked in |
| Option Pool Size | Sized to hiring plan realism | Too small = need to expand later (more dilution) |
| Acceleration | Single/double trigger on change of control | Protects founders in acquisition scenarios |
Interview Cheat Sheet + Common Traps
10 Terms You Must Define Cleanly
Quick Reference: 10 Must-Know Terms
| Term | Definition | Note |
|---|---|---|
| Pre-money / Post-money | Valuation before/after new cash | Post = Pre + Investment |
| Fully Diluted | Assumes all options exercised + new pool | Always clarify what's included |
| Option Pool Shuffle | Pool timing changes 'real' valuation economics | Pre-close pool dilutes founders |
| 1x Non-Participating | Investor chooses preference OR conversion | Most founder-friendly standard |
| Participating Preferred | Preference PLUS participation | 'Double-dip'—less founder-friendly |
| Seniority | Who's paid first across rounds | Senior vs pari passu |
| Pro-Rata | Right to maintain ownership % | Follow-on investment protection |
| Anti-Dilution | Protection if next round is a down round | Weighted average vs full ratchet |
| Protective Provisions | Veto rights on major actions | Control without majority ownership |
| Drag-Along | Ability to force sale if thresholds met | Exit mechanism for investors |
Common Interview Traps
Avoid These Mistakes
- Treating "$X pre" as the answer without asking about the option pool.
The pool timing completely changes founder economics. Always ask: "When is the pool created?" - Forgetting liquidation preference when comparing exit outcomes.
"$100M exit = everyone rich" is not always true. Stack, multiples, and participation can dramatically change payouts. - Not knowing the difference between non-participating vs participating.
This is a fundamental distinction. Be able to explain it in one sentence and walk through the math. - Confusing pro-rata with anti-dilution.
Pro-rata is the right to invest more; anti-dilution is protection when valuation drops.
Sample Interview Questions (With Answers)
Frequently Asked Questions
What's the difference between pre-money and post-money?
Pre-money is the company's value before new investment; post-money is the value after. Post = Pre + Investment. Investor ownership = Investment / Post-money.
What's the option pool shuffle?
When the option pool is created from the pre-money (before the round closes), founders absorb the dilution from the pool. A "$10M pre with 15% pool" is effectively less than $10M to founders—it's more like $8.5M plus $1.5M reserved for future employees.
When should founders push back on liquidation terms?
When terms include participating preferred, multiples greater than 1x, or stacked seniority. These all shift economics toward investors in exit scenarios, especially at lower valuations. Model the outcomes at 2x, 3x, 5x to see the real impact.
Is 1x non-participating "standard"?
For most early-stage (Seed through Series B) term sheets from reputable VCs, yes—1x non-participating is considered the standard, founder-friendly baseline. Deviations from this are often negotiation leverage or signals about deal dynamics.
What's anti-dilution protection?
Anti-dilution protects investors if the company raises a down round (lower valuation than their round). It adjusts their conversion price so they get more shares. "Weighted average" is more founder-friendly than "full ratchet."
Do all term sheet terms become legally binding?
Most term sheet provisions are non-binding—they set expectations but the definitive agreements (like the Stock Purchase Agreement) are what's legally enforceable. However, certain terms (confidentiality, exclusivity, expense coverage) are typically binding from the term sheet stage.
Key Takeaways
Key Takeaway
- Term sheets split into economics and control—know which bucket each term falls into
- Post-money = Pre-money + Investment—this is the foundation of all valuation math
- Option pool timing matters—"$X pre" means nothing without knowing if the pool is pre- or post-close
- 1x non-participating = choose preference OR conversion;participating = get both ("double-dip")
- Liquidation preference matters most at low-to-mid exits—at huge exits, everyone converts anyway
- Pro-rata rights let VCs maintain ownership in winners—it's core portfolio strategy, not just a "nice to have"
- Protective provisions give investors control without majority ownership—understand the veto list
- Always model exit scenarios at multiple valuations to understand how terms actually affect payouts
Term sheets are where headlines hide economics. The candidates who get offers are the ones who can translate terms into ownership and payoff outcomes—and explain the incentives behind each provision. Practice the math until it's automatic, and you'll be ready for whiteboard exercises in any VC interview.