Private Company Tender Offer Calculator | Falcon Wealth Planning
The right amount depends on your cash needs, estimated taxes, remaining exposure to company stock, and confidence in the company’s future. Use this calculator to compare selling none, some, or all of your eligible shares before making a final decision.
Enter your shares, tender price, cost basis, estimated tax rate, and percentage to sell.
The calculator uses the following simplified estimate:
The IRS generally uses a stockholder’s adjusted basis to calculate gain or loss when shares are sold. However, the correct basis and tax treatment depend on how the shares were acquired. IRS Publication 551
1. How much cash do you need?
Determine whether the proceeds will fund a home purchase, taxes, debt reduction, diversification, education, or another financial goal.
2. How concentrated is your wealth?
Your salary, equity compensation, and career may already depend on the same company. Selling some shares can reduce that concentration, while retaining shares preserves potential future participation.
3. What taxes could apply?
Stock acquired through ISOs, NSOs, RSUs, or direct purchases may receive different tax treatment. ISO shares can also create alternative minimum tax considerations, while some sales may include ordinary income rather than only capital gain.
4. Could the shares qualify for QSBS treatment?
Eligible qualified small business stock may receive special federal tax treatment. Qualification depends on specific company, issuance, holding-period, and shareholder requirements. This should be reviewed with a qualified tax professional.
5. What would you do with the proceeds?
Selling shares creates liquidity, but the decision should include a plan for the cash after taxes. Falcon can evaluate how the proceeds fit into your investments, retirement plan, taxes, estate plan, and near-term goals. IRS Stock Options Guidance , IRS Capital Gains Guidance
This calculator does not automatically determine:
The tender price is used only to illustrate the value of retained shares. It does not guarantee that those shares can be sold later at the same price.
A tender offer allows eligible shareholders to submit shares for sale at a stated price during a limited period. The company or buyer may also limit or prorate the number of shares accepted. Investor.gov
Not necessarily. Selling everything may maximize immediate liquidity but removes future exposure to the company. Selling only a portion may provide cash and diversification while preserving some potential upside.
No. Tax treatment depends on the type of equity, acquisition method, holding period, and other circumstances. Some proceeds may be treated as ordinary income.
It might, but there is no guarantee. Future tender timing, pricing, eligibility, and share limits may be different.
Educational estimate only. This calculator uses the information and tax rate you enter and does not provide legal, tax, or individualized investment advice. Actual results may differ based on your equity type, holding period, cost basis, income, location, tender terms, and tax eligibility. Consult qualified financial, tax, and legal professionals before submitting your shares.
A tender offer is more than a tax calculation. Falcon Wealth Planning can help you evaluate liquidity, company-stock concentration, taxes, investment allocation, and the goals the proceeds need to support.
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