Exit Proceeds Calculator
Model your net proceeds from an exit, accounting for ownership %, preferences, and taxes.
When you sell your business, the announcement headline doesn't reflect what you actually take home. Between escrow holdbacks, transaction fees, advisor costs, and capital gains taxes, founders typically pocket 40-70% of the headline price. Understanding the full waterfall from announcement to bank deposit is critical for financial planning and comparing acquisition offers.
This calculator lets you model the complete economics of your exit, accounting for ownership structure, investor preferences, and tax impact. See exactly what different deal structures mean for your bottom line so you can evaluate offers with clarity.
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How to Read Your Results
The calculator shows six key metrics that build on each other. Headline Price is the total transaction value. Gross to Founder is your share based on ownership percentage, minus any liquidation preferences owed to investors. After Fees subtracts escrow holdbacks, transaction costs, and advisor fees from your gross proceeds. After Taxes shows your final take-home after federal and state capital gains taxes.
The Effective Tax Rate tells you what percentage of your gross proceeds go to taxes. The Headline to Take-Home gap shows the total drag (all costs and taxes combined) from the announced price to your actual proceeds.
Exit Proceeds Benchmarks and Tips
Industry benchmarks show most founders experience a 25-40% total drag on headline price when accounting for all costs. Escrow holdbacks typically represent 5-10% of gross proceeds and are released after 18-24 months if no indemnification claims occur. Transaction fees (legal, accounting, banker fees) usually run 1-2% of deal value for smaller transactions and 0.5-1% for deals over $50M.
Capital gains taxes represent the largest single deduction for most founders. Long-term capital gains tax ranges from 15% to 20% at the federal level, depending on your income bracket. Adding state and local taxes often brings the total to 20-35%. Smart tax planning before the deal can sometimes reduce this through charitable donations, installment structures, or other strategies.
When comparing multiple offers, always calculate net proceeds using consistent assumptions. A lower headline price with different escrow terms or tax structure could result in higher take-home proceeds than a higher headline.
Common Mistakes
Using headline price for financial planning
The biggest mistake founders make is planning their post-exit life around the headline price. If you sell for $10M, you won't have $10M in the bank. Plan conservatively based on your calculated take-home proceeds, accounting for the months required for escrow release.
Forgetting about state and local taxes
Federal capital gains tax gets all the attention, but state and local taxes can add 5-15% on top. California founders face additional taxes, while Delaware and Nevada residents have advantages. Factor your home state's combined rate into the model.
Not accounting for advisor fees as a percentage
Some fee structures charge a flat amount, while others use percentages of deal value. Make sure your model reflects the actual fee structure in your engagement letters with bankers and legal counsel.
Underestimating escrow impact
A 10% escrow holdback on a $5M deal is $500K that you don't receive for 18-24 months. Factor in the time value of money and the psychological impact of waiting for the full proceeds. Some indemnification claims take years to resolve.
Ignoring liquidation preferences in capitalization
If you've raised venture capital with multiple preferred rounds, your net proceeds depend heavily on how preferences are structured. Some deals use full ratchets that can dramatically reduce founder proceeds. Always model your actual preference stack with your cap table.