S-1/A Files S-1: RSU & Capital Gains Tax Exposure Calculator — Aug 26, 2026

What Changed

RZ Wellness Ltd filed an amended S-1 registration statement on August 26, 2026. The filing indicates the company is moving toward a public offering. The company has not disclosed a pricing range or share count in this amendment.

The Numbers That Matter

Metric	Pre-IPO (Private)	Post-IPO (Public)	Liquidity Window
Share Lockup Period	N/A	180 days typical	Month 7 post-pricing
Tax Treatment (Long-Term Cap Gains)*	N/A — illiquid	20% federal + 3.8% NIIT**	Applies after lockup expires
Estimated Volatility (First 6 Months)	No mark-to-market	30% to 60% swing range	Daily price discovery
Early Exercise Window (ISOs)	Open until IPO pricing	Closes at IPO	Final 30 days before effective date

*High-income earners; rates vary by tax bracket. **Net Investment Income Tax applies to those with modified adjusted gross income above statutory thresholds.

What This Means for Your Portfolio

If you hold equity compensation in RZ Wellness, you face a timeline shaped by the lockup period. On a $1M pre-IPO equity position, the lockup period delays liquidity by 6 months. Your equity will create a taxable event the moment it vests post-IPO. The 180-day lockup means your first sale window opens in Q1 2027, assuming Q4 2026 pricing. Volatility in that window has historically run 40% to 50% for wellness sector IPOs.

Scenario Analysis

Position Size (Pre-IPO Value)	Tax on Vest (Ordinary Income)	Net Proceeds After Tax and 40% Drawdown	Opportunity Cost (6-Month Lockup at 5% Treasury)
$500K	$185K (37% federal bracket)	$189K	$12,500
$1M	$370K (37% federal bracket)	$378K	$25,000
$2M	$740K (37% federal bracket)	$756K	$50,000

This analysis assumes RSUs are taxed as ordinary income at vest and that prices decline 40% from IPO price during the 180-day lockup period (a scenario, not a forecast). The net proceeds reflect a 23.8% combined federal rate on any remaining appreciation after the drawdown. Opportunity cost is calculated at 5% annualized on locked capital. Actual tax rates depend on your income bracket and tax situation. Consult a tax professional before making decisions.

Frequently Asked Questions

Q: When does the 180-day lockup period start?
A: The lockup starts on the IPO pricing date, not the S-1 filing date, typically adding 6 months before your first eligible sale.

Q: Can I sell immediately if I exercised ISOs before the IPO?
A: No, the lockup applies to all shares regardless of exercise timing, but pre-IPO exercise starts your long-term holding period earlier.

Q: What is the tax difference between selling at lockup expiration versus holding another 6 months?
A: If you exercised more than 12 months before sale, both qualify for long-term capital gains at the applicable federal rate (20% for the highest bracket, plus 3.8% NIIT for high-income earners). There is no additional tax benefit to waiting.

Q: How much volatility should I model for the first sale window?
A: Wellness sector IPOs have averaged 45% price swings in the first 180 days over the past 3 years, with 60% downside in adverse conditions. Past performance is not indicative of future results.

Run the Numbers

Use CalcMoney's Calculate Your After-Tax RSU Proceeds to model your exact tax liability and net proceeds under different IPO pricing and post-lockup volatility scenarios.

Disclaimer: This article is for informational purposes only and does not constitute financial, tax, or legal advice. Consult with a qualified tax advisor or financial professional before making any decisions regarding equity compensation or IPO-related transactions.

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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