Accredited investor marketplace · §1202 / §1045

§QSBS Invest

QSBS Calculator

Estimate your Section 1202 exclusion.

Enter your basis, expected exit value, and holding period to estimate the federal tax on a Qualified Small Business Stock sale and see how the holding period tiers affect net proceeds.

When was the stock issued?
0 years7 years
State tax treatment

Net proceeds after tax

$5,000,000

Total gain$4,500,000
Exclusion percentage applied100%
Gain excluded from federal tax$4,500,000
Total federal tax$0
State tax$0
Effective federal rate on the gain0.0%

Post-OBBBA holding period

What holding longer is worth

3 years$4,284,500
4 years$4,642,250
5 years$5,000,000

Holding to five years is worth an additional $715,500 compared with selling at three years.

There are two defensible readings of how the exclusion percentage interacts with the per-issuer cap for partial-exclusion tiers. This calculator applies the exclusion percentage to gain up to the cap, which follows the more literal reading of Section 1202(b)(1). Treasury guidance is pending. Your advisor may reach a different figure.

This calculator provides a simplified estimate for educational purposes only and is not tax advice. It assumes the stock qualifies as Qualified Small Business Stock under Section 1202, that the holder is a non-corporate taxpayer, that the top federal rates apply, and that no prior gain has been excluded for the same issuer. It does not account for alternative minimum tax on pre-2010 stock, state-specific rules, partnership or trust structures, gifting, or stacking. Section 1202 involves detailed requirements and open interpretive questions. Confirm any figure with your own tax advisors before acting on it.