T3 Defense Inc. Files Amended S-1: RSU & Capital Gains Tax Exposure Calculator (Oct 2, 2026)

What Changed

T3 Defense Inc. filed an S-1/A on October 2, 2026, an amended IPO registration that updates pricing terms, share count, or risk disclosures ahead of a public listing. Companies typically submit pricing within 2 to 6 weeks of an amended S-1 filing, which puts this offering on a path toward a live ticker before year end. The filing size, 19 MB, signals a full financial restatement rather than a minor correction, which usually means updated revenue guidance or share dilution terms.

The Numbers That Matter

Filing Stage	Typical Timeline	Share Price Volatility	Lockup Period
Initial S-1	Day 0	Not applicable	Not applicable
S-1/A (current)	2 to 6 weeks pre-pricing	Moderate, terms still fluid	90 to 180 days post-IPO
Pricing and listing	Week 1 to 8	High, first 30 days	Lockup begins
Lockup expiration	Month 3 to 6	High, 10% to 25% price drop common	Shares unlock

Defense sector IPOs have shown a median first-day pop of 12% to 18% over the past three years, followed by elevated volatility through the lockup expiration window. The amended filing stage is where allocation decisions for pre-IPO or early positions typically reach finalization.

What This Means for Your Portfolio

Consider a reader holding a $1M portfolio with a 5% allocation earmarked for pre-IPO defense exposure, representing $50,000. If the amended S-1 reduces float or raises the offering price by 15%, the effective entry cost on that $50,000 allocation rises by roughly $7,500 before any lockup risk enters the picture. If the position gains 15% post-IPO, the $7,500 gross gain faces short-term capital gains tax at combined federal and state rates of approximately 42% (37% federal plus typical state), yielding an after-tax net of roughly $4,350, not the full $7,500 headline figure.

Scenario Analysis

Position Size	Allocation at 5%	Pre-Tax Gain at 15% Pop	After-Tax Net (37% Fed + 5% State)
$500K	$25,000	$3,750	$2,213
$1M	$50,000	$7,500	$4,425
$2M	$100,000	$15,000	$8,850

These figures assume a short-term holding period under one year, which reflects the realistic window for most investors given lockup structures. Holding past 12 months shifts the tax treatment to long-term capital gains rates of 15% to 20%, which changes the after-tax math meaningfully on positions over $1M.

Disclaimer: This article is for informational purposes only and does not constitute professional financial advice. Consult a qualified financial advisor before making investment decisions.

Frequently Asked Questions

Q: What does an S-1/A filing mean versus the original S-1? A: An S-1/A is an amended registration statement, typically updating share price range, share count, or financial disclosures before the IPO prices.

Q: How soon after an S-1/A does a company typically go public? A: Most companies price their IPO within 2 to 6 weeks of filing an amended S-1.

Q: Is pre-IPO defense sector exposure taxed differently than other sectors? A: No, tax treatment depends on holding period and account type, not sector, with short-term gains taxed at ordinary income rates up to 37% federal.

Q: What happens to share price after the lockup period expires? A: Lockup expirations have historically produced a 10% to 25% price decline in the 30 days following expiration due to increased share supply.

Run the Numbers

Use CalcMoney's Calculate Your After-Tax RSU Proceeds to model your exact figures under current tax thresholds.

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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