What Changed
Aura Consolidated Group filed its S-1 registration statement on August 11, 2026. The 13 MB filing signals an IPO in the pipeline, likely within 90 to 120 days. For employees holding pre-IPO equity, this filing starts the countdown to liquidity and the tax event that follows.
The Numbers That Matter
| Equity Type | Pre-IPO Liquidity | Post-IPO Liquidity | Tax Treatment at Sale | Holding Period for LTCG |
|---|---|---|---|---|
| ISOs | Zero | Full | AMT at exercise, then 0% or 20% LTCG if held 2 years from grant, 1 year from exercise | 2 years from grant, 1 year from exercise |
| NSOs | Zero | Full | Ordinary income at exercise (up to 37%), then LTCG on spread if held 1 year | 1 year from exercise |
| RSUs | Zero | Full | Ordinary income at vest (up to 37%), then LTCG on appreciation if held 1 year post-vest | 1 year from vest date |
| Common Stock (early exercised) | Zero | Full | LTCG if held over 1 year from purchase | 1 year from purchase |
What This Means for Your Portfolio
If you hold $500K in vested RSUs at the IPO price, the taxable event occurs at vest, not sale. At the top federal bracket (37%) plus 3.8% NIIT plus state tax (assume 10% blended), your effective tax rate is 50.8%. On a same-day sale, your net proceeds are $246K. If you hold for 12 months post-vest and the stock appreciates 20% (adding $100K in gains), you pay LTCG (23.8%) on the appreciation, netting $76.2K additional. Total net: $322.2K on a $600K position (initial $500K plus $100K appreciation).
Scenario Analysis
| Initial RSU Value at IPO | Tax at Vest (ordinary income, 50.8% effective) | Net After Vest | Value After 20% Appreciation | LTCG Tax on $20% Gain (23.8%) | Net After-Tax Proceeds (hold 12 months, then sell) |
|---|---|---|---|---|---|
| $500K | $254K | $246K | $295.2K | $24.76K | $270.24K |
| $1M | $508K | $492K | $590.4K | $49.5K | $540.9K |
| $2M | $1.016M | $984K | $1,180.8K | $99K | $1,081.8K |
This table assumes RSUs vesting at IPO, a 20% price increase over 12 months, and a 50.8% effective tax rate on ordinary income (37% federal plus 3.8% NIIT plus 10% state). The LTCG rate is 23.8% (20% federal plus 3.8% NIIT). State rates vary. California residents add 13.3% on both ordinary income and LTCG, raising effective rates to 54.1% and 37.1% respectively.
The Scenario You Have Not Modelled
Most employees focus on the tax bill at vest or exercise. The larger risk is concentration. If your post-tax equity position represents more than 15% of your net worth, you are taking single-stock risk that no institutional portfolio would hold. On a $2M net worth, a $500K post-tax equity position (25% of net worth) means a 30% drawdown in the stock costs you $150K in portfolio value. That drawdown has occurred in 40% of tech IPOs within the first 18 months post-lock-up expiration, per Renaissance Capital data from 2020 to 2025.
The math on a sale-and-diversify strategy: sell 50% of your position immediately post-lock-up, pay LTCG on the appreciated portion, and redeploy into a 60/40 portfolio. A $1M position that appreciated 20% to $1.2M generates a $200K gain. Selling $600K triggers $47.6K in LTCG tax on half the gain ($100K). You net $552.4K in cash to diversify. The remaining $600K stays in the stock. If the stock drops 30% over the next 12 months, your retained position falls to $420K. Total portfolio value: $972.4K. If you held the full $1.2M position, the same 30% drop leaves you at $840K. The diversification strategy preserved $132.4K in this scenario.
Timing the Lock-Up Expiration
Most IPOs impose a 180-day lock-up on employee shares. Aura's S-1 will specify the exact terms. If the IPO prices in October 2026, the lock-up expires in April 2027. Historical data from 2015 to 2025 shows the median stock price declines 8% in the 30 days following lock-up expiration, per University of Florida research. On a $1M position, that represents an $80K loss if you wait. You face a key decision: sell immediately at lock-up expiration or hold through the dip and sell later. The table below models both paths.
| Holding Period Post-Lock-Up | Assumed Price Change | Sale Proceeds on $1M Position | LTCG Tax on $200K Gain | Net After-Tax |
|---|---|---|---|---|
| Sell at lock-up expiration | 0% | $1M | $47.6K | $952.4K |
| Hold 30 days post-lock-up | -8% | $920K | $43.8K | $876.2K |
| Hold 12 months post-lock-up | +15% (assumes recovery) | $1.15M | $54.7K | $1.095M |
The third scenario assumes the stock recovers and appreciates 15% over 12 months post-lock-up. That outcome occurred in 32% of tech IPOs from 2015 to 2025. The other 68% either stayed flat or declined further.
Frequently Asked Questions
Q: How do I calculate the AMT impact on ISOs if I exercise before the IPO? A: The AMT spread is the difference between the fair market value at exercise and your strike price, taxed at 26% to 28%, with a potential credit in future years.
Q: Can I use a donor-advised fund to reduce the tax bill on RSUs? A: No, RSUs are taxed as ordinary income at vest, and you cannot donate unvested equity or redirect the income before it hits your W-2.
Q: Should I exercise NSOs before the IPO to start the LTCG holding period? A: Only if you have cash to pay the ordinary income tax at exercise and can afford to lose the entire position if the IPO fails or the stock declines.
Q: What is the effective tax rate on RSUs for a California resident in the top bracket? A: 54.1% at vest (37% federal plus 3.8% NIIT plus 13.3% California), then 37.1% LTCG (20% federal plus 3.8% NIIT plus 13.3% California) on any appreciation after vest.
Run the Numbers
Use CalcMoney's Calculate Your After-Tax RSU Proceeds to model your exact position size, state tax rate, and holding period assumptions before the lock-up expires.
Disclaimer: This article is for informational purposes only and does not constitute professional financial, tax, or investment advice. Consult a qualified tax advisor or financial professional before making decisions regarding equity compensation, tax planning, or investment strategy.
#IPO #EquityCompensation #TaxPlanning #RSUs #StockOptions #WealthManagement
Run the Numbers: Capital Gains Tax Terminal on CalcMoney — see your exact figures under current market conditions.
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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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