
Non participating preferred stock, also known as non-voting preferred stock, is a type of stock that doesn't participate in the company's profits in the same way that common stock does.
This type of stock typically has a higher claim on assets and earnings than common stock, but doesn't receive dividends or participate in the company's growth.
One key feature of non participating preferred stock is that it doesn't have voting rights, meaning holders can't vote on company decisions or elect board members.
In exchange for this lack of voting power, non participating preferred stockholders typically receive a fixed dividend rate, which can be attractive to investors seeking a stable income stream.
What Is Preferred Stock
Preferred stock is a type of stock that has a higher claim on assets and earnings than common stock, but typically doesn't come with voting rights.
It's often used by companies to raise capital and can be more attractive to investors than common stock because of its higher claim on assets and earnings.
In the context of non-participating preferred stock, it's worth noting that holders of this type of stock don't receive a share of the company's profits beyond their initial investment.
The dividend rate for non-participating preferred stock is typically fixed, meaning it doesn't change over time, and is usually higher than the dividend rate for common stock.
Non-participating preferred stockholders are also often required to hold their shares for a certain period of time, typically five years, before they can sell them.
Advantages and Disadvantages
Non-participating preferred stock offers several advantages for both investors and companies. It provides a steady income stream for investors, with fixed dividends paid before common stockholders.
One of the key benefits for investors is priority over common stockholders. Non-participating preferred stockholders receive fixed dividends before any dividends are paid to common stockholders, providing a level of financial security.
This priority also extends to liquidation, where non-participating preferred stockholders have a higher claim on assets than common stockholders. This can be beneficial if the company's assets are insufficient to pay all stakeholders fully.
For companies, issuing non-participating preferred stock can be attractive for several reasons. It reduces equity dilution, preserving more of the company's future earnings for common stockholders.
Companies can also plan for their cash flow needs without worrying about increasing dividend payments as profits rise. This is because the dividends on non-participating preferred stock are fixed.
Another advantage for companies is that non-participating preferred stock is often appealing to conservative or institutional investors seeking income stability. By issuing this type of stock, companies can tap into a broader investor base without giving away a portion of the upside.
However, there are also some disadvantages to consider. The elimination of a participation right can limit the price that an investor can obtain by selling these shares to a third party.
Here are the key advantages and disadvantages of non-participating preferred stock:
- Priority over common stockholders
- Priority in liquidation
- Reduced risk for investors
- Reduced equity dilution for companies
- Fixed dividend obligation
- Attracts conservative investors
- Provides a flexible capital structure
- Elimination of a participation right limits resale value
Computing Returns
Computing returns on non participating preferred shares is a straightforward process. The fixed dividend rate is the foundation of this calculation.
The dividend payment is predetermined and guaranteed, based on the principal amount invested. For example, if you hold $1,000,000 in non participating preferred shares with a 5% annual dividend, you can expect to receive $50,000 annually.
This guaranteed return can have a significant impact on a company's financial planning and budgeting. The board of directors must consider the dividend payment when declaring dividends.
In a scenario where the board declares a dividend of $3,000, the preferred shareholders receive $1,200 in dividends first, followed by the common stockholders receiving $1,800. This is a clear example of how non participating preferred shares work.
The maximum-stated dividend per non participating preferred share is $12, as seen in the example where each share has a maximum-stated dividend of $12. This is an essential detail to keep in mind when computing returns.
Example and Implications
Non-participating preferred shares can be a valuable investment option, but it's essential to understand how they work.
A non-participating preferred share example is a company issuing 100 of these shares with a maximum-stated dividend of $12 each.
If the company declares a dividend of $3000, the preferred shareholders receive $1,200 first, and then the common stockholders get the remaining $1,800.
In contrast, participating preferred shares would receive the guaranteed $1,200 plus a percentage of the remaining $1,800.
When a company is sold, non-participating preferred shareholders have the option to receive all their money back plus accrued dividends, or participate pro rata with common stockholders.
These shares are also known as a type of preferred shares where the payment of a "dividend" is calculated according to a predetermined formula.
SaaS companies often use non-participating preferred shares to attract investors and maintain control over their business.
Offering non-participating preferred shares provides lower equity dilution for the company, allowing founders and early employees to retain more control.
For investors, non-participating preferred shares offer a stable return and assurance that their investment is prioritized during liquidation.
Distribution and Proceeds
Non-participating preferred stock is distributed to shareholders in a specific way. The company issues a fixed number of shares to investors, and each share represents a claim on a portion of the company's assets.
The proceeds from the sale of non-participating preferred stock go directly to the company, which uses the funds to support its operations and growth. This is in contrast to participating preferred stock, where the issuer may receive a portion of the company's profits.
The distribution of non-participating preferred stock is typically done through a public offering or a private placement. The company may choose to list the shares on a stock exchange or sell them directly to institutional investors.
Non-participating preferred stockholders do not have the same rights as common stockholders, including voting rights. They do, however, have a higher claim on assets in the event of liquidation.
When to Use
Non-participating preferred stock is issued when a company is under pressure from common stock holders to increase payments. This can happen when the value of common shares is at risk of declining due to preferred shareholders reserving a larger proportion of residual assets.
A company may issue non-participating preferred stock to address concerns from common stock holders and maintain the value of their shares.
Issuing non-participating preferred stock can help companies balance the interests of both preferred and common shareholders.
Understanding Shares
Non participating preferred shares guarantee a specific return usually in the form of dividends, making them less volatile and potentially less lucrative compared to participating shares for shareholders in a booming economy.
In a downturn or liquidation scenario, non participating preferred shares provide more security as they are prioritized over common shares.
Non participating preferred shares give shareholders preference over common shareholders in the distribution of assets and earnings, typically through dividends, but do not entitle the holder to dividends beyond the fixed rate.
What Is?
Understanding Shares: What Is?
Non-participating preferred stock limits the amount of dividends paid to its holders, usually with a specific dividend percentage stated on the stock certificate.
This type of stock has a cap on the amount of distributions allowed to its holders, who won't receive any additional dividend payments if the board of directors decides to also pay out a dividend to common stockholders.
Non-participating preferred stockholders are essentially locked into a fixed dividend rate, which can be a drawback for investors seeking higher returns.
Understanding Shares

Non participating preferred shares are a type of preferred stock that gives shareholders preference over common shareholders in the distribution of assets and earnings, typically through dividends.
They guarantee a specific return usually in the form of dividends, making them less volatile and potentially less lucrative compared to participating shares for shareholders in a booming economy.
This feature provides more security for shareholders in a downturn or liquidation scenario, as non participating preferred shares are prioritized over common shares.
In the SaaS model, non participating preferred shares can be an attractive option for both the company and the investor, providing a stable return and assurance that their investment is prioritized during liquidation.
Offering non participating preferred shares can help SaaS companies secure essential capital without giving away too much business equity, allowing them to maintain a positive cash burn rate and support their runway efficiently.
Non participating preferred shares prioritize the investor's return, making them a stable option for investors in the SaaS industry.
Comments: Participating

Participating preferred stock is a type of preferred stock that has a special feature - it participates in the profits of the company. This means that in addition to receiving a fixed dividend, the preferred stockholders also get a share of the company's profits.
Unlike non-participating preferred stock, participating preferred stock gives shareholders a claim on a portion of the company's earnings. This can be a big advantage for investors, especially in a growing company.
One key difference between participating and non-participating preferred stock is the way they are treated in bankruptcy. Participating preferred stock is typically considered a senior security, meaning it has a higher claim on assets than common stock.
Here's a comparison of some key features of participating and non-participating preferred stock:
In some cases, participating preferred stock may be more expensive to issue than non-participating preferred stock, since it offers more benefits to investors. However, for companies that can afford it, participating preferred stock can be a great way to attract investors and raise capital.
Frequently Asked Questions
What is the difference between participating and non-participating preferred stock?
Participating preferred stockholders receive additional shares or dividends after liquidation preferences are met, whereas non-participating preferred stockholders do not. This key difference affects their potential returns and treatment in company liquidations
Sources
- https://www.capchase.com/glossary/understanding-non-participating-preferred-shares
- https://www.accountingtools.com/articles/non-participating-preferred-stock
- https://www.diffen.com/difference/Non-participating_Preferred_Stock_vs_Participating_Preferred_Stock
- https://marketbusinessnews.com/financial-glossary/non-participating-preferred-share/
- https://www.myaccountingcourse.com/accounting-dictionary/nonparticipating-preferred-stock
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