Exit Take-Home Calculator
Your take-home from an exit equals your share of the common pool after transaction costs and preferred liquidation preferences, minus federal and state capital gains tax. This calculator shows a waterfall of where every dollar of the exit price lands.
How to use this calculator
- Enter the exit and cap table: Add exit valuation, your founder ownership %, preferred invested, liquidation multiple, and option pool.
- Set preferences: Toggle participating preferred and enter the as-converted % for participation math.
- Add costs, escrow, and tax context: Enter transaction costs %, escrow %, QSBS eligibility, and your state.
- Review the waterfall: See gross proceeds, waterfall position, federal and state tax, and net take-home.
Assumptions
| Assumption | Value |
|---|
| Federal LTCG + NIIT | 23.8% |
| Founder cost basis | $0 (common at incorporation) |
| QSBS cap | $10M legacy / $15M OBBBA per taxpayer |
| Escrow tax treatment | Full proceeds taxed at close |
| Waterfall | Single-class simplification, not a legal waterfall |
Frequently asked questions
What is exit take-home?
It's the after-tax cash you actually keep from an acquisition or IPO, after preferred liquidation preferences, transaction costs, escrow holdbacks, and federal and state tax.
How does a liquidation preference affect founders?
Preferred investors are paid before common shareholders. If your preferred stack has $200M of 1x preferences and your exit is $250M, only $50M is left to split among common holders.
What is participating preferred?
Participating preferred takes its liquidation preference AND then also splits the remaining pool alongside common on an as-converted basis. Non-participating preferred picks the better of preference or as-converted.
What are typical transaction costs?
M&A banker fees plus legal and diligence typically run 1–3% of transaction value. IPOs run higher via the underwriting spread.
How is escrow handled?
Acquisitions often hold back 10–20% of proceeds in escrow for 12–24 months. This calculator taxes the full founder proceeds now and shows escrow separately for planning.
How is QSBS applied here?
If you toggle QSBS eligibility, we exclude the eligible gain up to the per-taxpayer cap ($10M legacy, $15M OBBBA post 2025-07-04) from federal tax. State conformity is looked up per residence.
Does this include AMT?
No — this tool models capital gains on a sale, not option exercise. For AMT on ISO exercise, use the Option Exercise and AMT Calculator.
Why does my state matter so much?
States like California, New Jersey, Pennsylvania, Mississippi, and Alabama don't conform to §1202, so QSBS gain is fully taxable at the state level even when federally excluded.
Is this a legal waterfall?
No. This is a simplified single-class waterfall for planning conversations. Real waterfalls model each series separately and handle anti-dilution, seniority, and pay-to-play.
Is this tax advice?
No. These calculators are illustrative estimates for planning conversations, not tax, legal, or investment advice.
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