Free tool · Equity comp

QSBS §1202 Exclusion Calculator

For founders and early employees: how much of your qualified small business stock gain you can exclude — under the current 2025 (OBBBA) rules — and the federal tax it saves.

You could exclude

—

Exclusion %

—

Per-issuer cap

—

Taxable gain above cap

—

Estimated federal tax

—

Show my work

Realized gain = sale − basis—

Exclusion tier (by acquisition date + years held)—

Per-issuer cap = max(base, 10 × basis)—

Excluded gain—

Taxable within cap (28% on partial tiers)—

Gain above cap (long-term rate)—

Reflects §1202 as amended by the 2025 One Big Beautiful Bill Act: stock acquired after 2025-07-04 gets a tiered 50% / 75% / 100% exclusion at 3 / 4 / 5-year holds with a $15M (or 10× basis) per-issuer cap; older qualifying stock keeps the legacy 100% / $10M rule. Non-excluded gain in a partial (50/75%) tier is taxed at the 28% §1202 rate; gain above the cap at your long-term rate; plus 3.8% NIIT when MAGI is over the threshold. Federal only — most states (incl. CA) do not conform, so state tax is not modeled.

One slice of the picture

Model your QSBS exit against your full tax picture — brackets, NIIT, and the rest of your income — in ClearAxisCFO.