Two questions that every startup equity holder needs to answer before an exit: did you file an 83(b) election (and should you if you haven't), and what will you actually receive after the preferred liquidation waterfall runs? The 83(b) decision has a 30-day deadline from grant. The waterfall outcome determines whether your common shares have any real value at various exit prices.
The §83(b) election must be filed with the IRS within 30 days of the grant — no exceptions, no extensions. If filed, you pay ordinary income tax on the spread at grant (often near zero for early-stage grants with FMV ≈ strike); all future appreciation is taxed as LTCG from the grant date. Without it, you pay ordinary income on the spread at each vesting event, with LTCG running only from each vest. The tool computes the deadline, shows urgency color-coding, and models the full tax delta between filing and not filing across your expected exit price. If QSBS is selected, it flags that the 5-year holding period starts from the grant date only if you file the 83(b) — a critical timing consideration for §1202 exclusion.
Open 83(b) Election Timer + Tax Modeler →Liquidation preferences determine who gets paid first and how much — and for common shareholders the answer is often "less than you think." This tool models all three preference types: non-participating preferred (pref takes liquidation preference, then converts to common if pro-rata is higher), fully participating (double-dip — preferred takes pref first, then participates pro-rata with common), and capped participating (participates until cap, then converts). The visual waterfall bar shows how exit proceeds are allocated across preferred and common tranches. The break-even calculation tells you the minimum exit price where common receives any distribution. Inputs flow naturally from Step 1 — use the same exit price range to see how tax treatment and waterfall combine.
Open Equity Exit Waterfall Modeler →