S-1/A Files S-1: RSU & Capital Gains Tax Exposure Calculator — Jul 22, 2026

What Changed

Varsal Tech filed an amended S-1 with the SEC on July 22, 2026. The filing does not disclose pricing terms or share allocation details yet. For high-net-worth portfolios holding pre-IPO equity or planning IPO allocation strategies, this filing marks the 30 to 60 day window before shares begin trading.

The Numbers That Matter

IPO Element	Typical Range	Varsal Tech (Filed)	Portfolio Implication
Lock-Up Period (employees)	90 to 180 days	Not yet disclosed	Cash flow timing on $500K+ RSU positions
Underwriter Discount	5% to 7% of gross proceeds	Not yet disclosed	Effective sale price drag on insider shares
Greenshoe (Over-Allotment)	15% of base offering	Not yet disclosed	Secondary supply risk in first 30 days
Tax Withholding (RSU vest)	37% federal + state	37% federal (CA: 50.3% blended)	Net proceeds on $1M vested position: $497K

What This Means for Your Portfolio

If you hold Varsal equity as an employee or early investor, the amended S-1 starts your liquidity countdown. A $1M RSU position vesting at IPO pricing will net you $497K after federal and California state withholding. If the lock-up is 180 days and the stock drops 22% (median first-year decline for tech IPOs since 2021), that same position is worth $387K at your first sale window.

Scenario Analysis

Position Size (Grant Value)	Net After Tax (IPO Price)	Net After Tax (Minus 22% First-Year Decline)	Opportunity Cost (6-Month Lock-Up at 4.8% Risk-Free)
$500K	$248K	$193K	$6K
$1M	$497K	$387K	$12K
$2M	$994K	$774K	$24K

Tax assumptions: 37% federal, 13.3% California state, no AMT credit applied. Risk-free rate: 6-month Treasury at 4.8% as of July 2026. First-year decline reflects 2021 to 2025 median for venture-backed tech IPOs under $2B market cap. These figures are illustrative and do not account for individual circumstances, alternative minimum tax, or state-specific withholding variations.

Frequently Asked Questions

Q: When does the lock-up period start? A: Lock-up begins on the IPO pricing date, not the S-1 filing date, typically adding 90 to 180 days before you can sell vested shares.

Q: What is the tax treatment if I hold ISOs that convert at IPO? A: ISOs exercised pre-IPO trigger AMT on the spread between strike price and FMV at IPO, due April 15, 2027 if the IPO prices in 2026.

Q: How much should I allocate to an IPO in a $2M portfolio? A: Many institutional investors consider single-name IPO positions in the 2% to 5% range of liquid assets to manage concentration risk, though the appropriate allocation depends on your individual risk tolerance, diversification, and financial goals. Consult a financial advisor for guidance specific to your situation.

Q: Does the S-1 filing affect my existing 83(b) election timing? A: No. An 83(b) election filed within 30 days of your original grant remains valid regardless of IPO timing or S-1 amendments.

Run the Numbers

Use CalcMoney's Calculate Your After-Tax RSU Proceeds to see your exact figures under the current tax threshold.

Disclaimer: This article is for informational purposes only and does not constitute professional financial or tax advice. IPO outcomes, tax withholding, and lock-up provisions vary by individual circumstance. Consult a qualified financial advisor or tax professional before making investment decisions related to IPO allocations, equity grants, or tax planning.

Run the Numbers: Capital Gains Tax Terminal on CalcMoney — see your exact figures under current market conditions.

Data sourced from SEC EDGAR S-1 Filings (IPO). Rates and thresholds are for informational purposes only. Consult a licensed financial advisor before making mortgage, investment, or tax decisions.

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