QSBS Calculator — Section 1202 Under the New Rules – Signed
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QSBS calculator
QSBS is Section 1202 of the tax<br>code: hold stock in a qualifying startup long enough and millions of dollars of gain come out federally tax-free,<br>which for an angel or an employee holding exercised options is usually<br>the largest tax break they'll ever claim.<br>It was rewritten in July 2025, and the version that applies to your stock depends entirely on the day you<br>bought it. Two rulebooks now run side by side. This routes your position to the right one, then tells you what your<br>gain is worth today — and what it's worth if you wait.
Updated for the One Big Beautiful Bill Act<br>Federal and state, all 50 states<br>Nothing stored, nothing sent
Acquisition date
The day you got stock, which is often not the day you think. A SAFE or note: the date it converted. Options: the date you exercised, not granted or vested. RSUs: settlement.
Expected sale date
Cost basis
What you paid — for exercised options, the strike plus any spread you already paid income tax on. Shorthand works: 100k, 1.5M.
Expected sale price
Company gross assets at issuance<br>Optional
Total assets on the company's books when your shares were issued — for options, the day you exercised. Over the ceiling and the stock never qualified at all.
Where you'll pay state tax
No state income tax on this gain<br>I'm not a US taxpayerAlabama — 5% · doesn't conform<br>Alaska — 0%<br>Arizona — 2.5%<br>Arkansas — 1.95%<br>California — 13.3% · doesn't conform<br>Colorado — 4.4%<br>Connecticut — 6.99%<br>Delaware — 6.6%<br>District of Columbia — 10.75%<br>Florida — 0%<br>Georgia — 5.39%<br>Hawaii — 7.25%<br>Idaho — 5.3%<br>Illinois — 4.95%<br>Indiana — 3%<br>Iowa — 3.8%<br>Kansas — 5.7%<br>Kentucky — 4%<br>Louisiana — 3%<br>Maine — 7.15%<br>Maryland — 5.75%<br>Massachusetts — 9%<br>Michigan — 4.25%<br>Minnesota — 10.85%<br>Mississippi — 4% · doesn't conform<br>Missouri — 4.7%<br>Montana — 4.1%<br>Nebraska — 5.2%<br>Nevada — 0%<br>New Hampshire — 0%<br>New Jersey — 10.75%<br>New Mexico — 3.54%<br>New York — 10.9%<br>North Carolina — 4.5%<br>North Dakota — 1.5%<br>Ohio — 3.5%<br>Oklahoma — 4.75%<br>Oregon — 9.9% · doesn't conform<br>Pennsylvania — 3.07% · doesn't conform<br>Rhode Island — 5.99%<br>South Carolina — 3.47%<br>South Dakota — 0%<br>Tennessee — 0%<br>Texas — 0%<br>Utah — 4.55%<br>Vermont — 8.75%<br>Virginia — 5.75%<br>Washington — 9.9%<br>West Virginia — 4.82%<br>Wisconsin — 5.36%<br>Wyoming — 0%
Doesn't conform — taxes the gain you exclude federally.
Assumptions
Filing status
Single<br>Married filing jointly<br>Married filing separately<br>Only married-filing-separately changes the math: it halves the per-issuer cap.
Apply the 3.8% net investment income tax
On by default. The NIIT applies to most investors at these gain levels, and never to gain that's excluded.
Copy a link to these numbers<br>Send it to your CPA or your advisor — it opens with every figure you entered.
Nothing you enter is saved. There's no account and no record of<br>this — your numbers live in the page and in the link you copy, and nowhere else.
New rules · post-July 4, 2025
Held about 4 years
Example scenario — put your own numbers in
75% excluded federally<br>$2,175,000 of your gain is free of federal tax
California doesn't follow along.<br>It taxes all $2,900,000 regardless, so your real bill is<br>$616,250, not $230,550.
Holding period
0%<br>February 1, 2026
50%<br>February 1, 2029
75%<br>February 1, 2030
100%
Sale
Acquired February 1, 2026<br>Selling March 1, 2030
Gain on sale
$2,900,000
Excluded federally
$2,175,000
Federally taxable
$725,000
at the 28% rate
Federal tax
$230,550
California tax
$385,700
13.3% on the full gain
Total tax
$616,250
21.25% of the gain
With no Section 1202 at all you'd owe $1,075,900, so QSBS is worth<br>$459,650<br>to you here — all of it federal.
Wait until February 1, 2031
That's 11 months longer, and it takes the exclusion<br>from 75% to 100%.
$230,550 less tax
California doesn't conform to Section 1202.<br>The federal exclusion buys you nothing at the state level: $2,900,000 is taxable<br>there at 13.3%, which is<br>$385,700, whether you hold three years or thirty.<br>California decoupled from Section 1202 in 2013 and has never come back. Every dollar the federal government exempts is fully taxable here — for most angels this is the single largest number missing from a QSBS estimate.
This assumes the rest of Section 1202 is satisfied: a domestic C corporation, stock acquired at original<br>issuance, an active qualifying business, and no disqualifying redemptions. Both tax figures use top marginal<br>rates with no brackets, deductions, credits, or local income tax — an estimate for planning, not a<br>return .
Your whole portfolio
You have more than one position
Signed tracks acquisition dates across every check you've written and tells you which positions cross the 3-, 4-, and<br>5-year lines, and when — before you sell at four years and eleven months.
Track this automatically
The 2025 rewrite
Two versions of Section 1202 are now live at once
For thirty years QSBS was a single cliff: hold five...