Calculator Inputs
Example Data Table
| Scenario | Award | Granted Units | Vested % | Acceleration % | Offer Price | Strike | Adj. % | Gross Buyout | Net Proceeds |
|---|---|---|---|---|---|---|---|---|---|
| Acquisition cashout | Stock Options | 12,000 | 60% | 25% | $18.00 | $4.00 | 5% | $125,160.00 | $89,864.88 |
| Tender offer | RSUs | 4,500 | 80% | 0% | $22.50 | $0.00 | 0% | $81,000.00 | $54,810.00 |
These rows are sample scenarios only. Change the assumptions above to model your own employee benefit package and exit offer.
Formula Used
- Vested Units = Total Granted Units × (Vested % ÷ 100)
- Accelerated Units = (Total Granted Units − Vested Units) × (Acceleration % ÷ 100)
- Eligible Units = Vested Units + Accelerated Units
- Effective Buyout Price = Offer Price × (1 + Pricing Adjustment % ÷ 100)
- Gross Sale Value = Eligible Units × Effective Buyout Price
- Exercise Cost = Eligible Units × Strike Price for options, otherwise 0
- Gross Buyout Value = Gross Sale Value − Exercise Cost
- Ordinary Taxable Amount = Gross Buyout Value × (1 − Capital-Gain Share %)
- Capital Taxable Amount = Gross Buyout Value × Capital-Gain Share %
- Total Taxes = Ordinary Taxable Amount × Ordinary Tax Rate + Capital Taxable Amount × Capital-Gains Tax Rate
- Transaction Fees = Gross Buyout Value × Fee Rate
- Net Proceeds = Gross Buyout Value − Total Taxes − Transaction Fees
How to Use This Calculator
- Choose the award class that best matches your employee equity.
- Enter total granted units and the portion already vested.
- Add any change-in-control acceleration applied to unvested units.
- Enter the offered cashout value per unit and option strike price.
- Use pricing adjustment to model a premium, haircut, or negotiated revision.
- Split the taxable payout between ordinary income and capital gains if needed.
- Enter your estimated tax rates and any transaction fee percentage.
- Click Calculate Buyout to show results directly below the header and above the form.
- Use the CSV or PDF buttons to save the current scenario output.
FAQs
1) What is an equity buyout?
An equity buyout is a cash offer for employee shares, options, or RSUs. It often appears during acquisitions, tender offers, recapitalizations, or secondary liquidity events.
2) Can this calculator handle RSUs and stock options?
Yes. Choose the award class first. Options subtract exercise cost, while RSUs and direct shares treat the full effective price as the payout basis.
3) What does acceleration mean here?
Acceleration means some unvested awards become eligible because of a deal event. Enter the percentage of unvested units that will vest early under your agreement.
4) Why is there a capital-gain share field?
Some payouts are not taxed entirely as ordinary income. This field lets you model a mixed tax profile when a portion may receive capital-gains treatment.
5) What is the pricing adjustment percentage?
It adjusts the offered unit value up or down. Use it for negotiated premiums, tender discounts, escrow impacts, or conservative scenario planning.
6) Does the calculator include exercise cost?
Yes, for options. The tool subtracts exercise cost from gross sale value before taxes and fees, which gives a more realistic buyout estimate.
7) Can I use this for acquisition planning?
Yes. It is useful for acquisition offers, tender events, internal repurchases, and secondary sales where employees want a quick net-proceeds estimate.
8) Is this a substitute for legal or tax advice?
No. This is an educational estimate. Final tax treatment, withholding, plan rules, and acceleration clauses should be reviewed with qualified advisers.