Prices your exit date against the 3 / 4 / 5-year exclusion tiers that OBBBA added on 2025-07-04.
| Rule set that governs this block | — | |
|---|---|---|
| Holding period | — | years |
| Exclusion earned by the sale date | — | % |
| Per-issuer cap applied | — | USD |
| Gain excluded | — | USD |
| Gain still taxable | — | USD |
| Tax on this sale | — | USD |
| Proceeds after tax | — | USD |
| Next tier opens | — | |
| Cost of signing before that date | — | USD |
This page is the working piece. The full pack has everything below.
Prices your exit date against the 3 / 4 / 5-year exclusion tiers that OBBBA added on 2025-07-04.
One billable hour of US tax-counsel time costs more than this tool, and the default scenario here turns on $946,050 of federal tax.
Buy the full version — $60It takes your acquisition date, sale date, proceeds and basis, decides whether the block falls under the original Section 1202 rules or the tiered rules OBBBA added for stock acquired after 2025-07-04, applies the 50, 75 or 100 percent tier, caps the excluded gain at $15 million or ten times basis, and returns the tax and the date your next tier opens.
US startup founders, early employees and advisors holding C corporation stock into a 2026 tender offer, secondary sale or acquisition, plus the CPAs who have to sign the return. If someone is negotiating a closing date and nobody in the room has priced the holding period, this is the tool for that conversation.
Most model training predates the July 2025 amendment, so a chatbot answers with the old single rule: nothing below five years, a $10 million cap and a $50 million gross-asset test. On the default scenario here that answer says $11,900,000 is fully taxable and produces $2,832,200 of federal tax instead of $946,050. It is confident and it is wrong.
Every calculation is free and unlimited, in the popup and in the web page, with no watermark and no locked result. The key adds a different axis entirely: CSV export of the blocks you have priced so your CPA can keep them, and Chrome alarms on each tier anniversary date so a closing is not scheduled into the wrong tier.
A Section 1202 qualification memo from tax counsel is billed hourly, and one billable hour of US tax-counsel time already costs more than this tool. The tool does not replace that memo on the corporate-level qualification tests. It does mean you arrive at that meeting with the holding period, the cap and the closing date already priced.
One question, answered by the person who built it. Your email only if you want the answer sent.