Plan your Brex NSO exercise

Calculator · free · no signup · pre-IPO

Brex is pre-IPO. Plan your NSO exercise tax (federal, state, FICA) at any expected valuation.

Beta · invite-only · AlphaLatitude Inc. · Free Tools

Your grant

Seeded from secondary-market data, as of Jun 16, 2026

Tax inputs

Hold strategy

1 yr
20%
20%
10.0%
Pre-IPO assumption: Expected sale price assumes a liquid market at year N. In reality, pre-IPO shares clear via tender offers (priced at a discount to the 409A or last preferred round, on the company's calendar) or at IPO (subject to lockups). Use the haircut to reflect that uncertainty.

Best after-tax payout — at year 1

$30,815

Hold 1 yr wins by $23,928 over Sell + invest.

Estimates only. Not financial advice.

Your NSO exercise pushes your top federal rate from 24% to 32%. Hover the Federal value below for the bracket-by-bracket slicing.

Sell + invest

Bargain element (sale − strike)$11,150
Federal
State
Medicare$162
Additional Medicare$100
Market gain over 1 yr at 10.0%$643
LTCG on diversified gain (fed + state + NIIT)$181
Net at year 1$6,887

Sell every share immediately; invest the after-tax cash at the market return for 1 yr, then liquidate. Diversified — no single-stock concentration risk.

Exercise + hold 1 yr

Best payout
Sale proceeds (year 1)
LTCG tax (federal + state + NIIT)$9,532
Net at year 1$30,815

Sold 4,475 shares at exercise to cover strike + tax; 525 shares held 1 yr for LTCG.

Social Security + Medicare are payroll taxes (collectively called FICA) — they apply because you're exercising as a current employee.

Both columns are stated in year-1 dollars: sell-now proceeds compound at the market return and pay LTCG on the gain at year 1; any cash paid out of pocket on the hold side carries the same opportunity cost.

Net at year N — by hold period

Sell + investExercise + hold
$0$2K$4K$6K$7KYr 1Yr 2

Estimates only. Excludes AMT (NSOs do not trigger AMT), state-AMT, multi-state moves, and disqualifying-disposition edge cases. Not financial advice.

You calculated one NSO decision. The beta plans NSOs alongside RSUs and ISOs in a single multi-year tax plan.

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About Brex

Brex is a privately held Fintech company, incorporated in Delaware and headquartered in San Francisco, CA.

Last reported secondary-market price: $12.23 per share (as of 2026-06-16). Your own 409A may differ.

Capital One acquisition pending.

Equity grants at Brex typically include incentive stock options (ISOs) and non-qualified stock options (NSOs).

Brex, a subsidiary of Capital One, is an American fintech company that offers credit cards and cash management accounts as well as a spend management software platform to startup technology companies.

Source: Wikipedia (CC BY-SA 4.0)

Henrique Dubugras and Pedro Franceschi (Brazilian ex-Pagar.me founders) launched Brex in 2017 through Y Combinator, building corporate cards, expense management, and business banking for startups. After peaking at a $12.3B valuation in 2022, the distributed Delaware C-corp endured 11% layoffs that October and a 20% cut in January 2024 before refocusing on enterprise (Q1 2025 enterprise revenue grew 70%, NRR exceeded 130%, customers include OpenAI, DoorDash, Airbnb). Brex hit operating-cash-flow positive in October 2025 and shipped its Agent Mesh and Brex Assistant for autonomous finance workflows. Capital One agreed in January 2026 to acquire Brex for $5.15B, closing April 7, 2026.

Sources: en.wikipedia.org · paymentsdive.com · venturebeat.com

Equity comp at Brex

  • Brex RSU grants require both a time-based service condition and an event-based liquidity condition (an IPO or acquisition). Employees who leave before the liquidity event forfeit all RSUs that have not yet satisfied the event trigger, even if the time-based vesting is complete. This structure is stricter than some double-trigger designs: the event trigger has no carve-out that accelerates vesting upon separation, so exiting before an IPO or change of control means forfeiting all equity that has not yet settled.

Sources: brex.com

Researched 2026-05-10.

OptionsAhoy is an independent tool and is not affiliated with, endorsed by, or sponsored by Brex.

Brex NSO exercise creates ordinary income on the bargain element (federal, state, and FICA) at the price on the day you exercise. The calculator works at any valuation, so you can model your exercise cost at the current 409A FMV, an expected IPO price, or post-IPO scenarios.

Example: at Brex's last reported price of $12.23, exercising 5,000 NSOs with a $3.67 strike creates a $42,800 bargain element, taxed as ordinary income on the day you exercise. Combined federal + state + FICA on that bargain typically lands between $11,556 and $19,260 depending on your bracket and state. The calculator above computes the exact figure for your situation and compares selling now vs. holding through the long-term capital-gains threshold.

All Brex tools → · Use the generic NSO Exercise Calculator for any company.

Brex equity questions

How is a Brex NSO exercise taxed?
Exercising a non-qualified stock option (NSO) creates ordinary income on the bargain element (the price on the day you exercise minus your strike), subject to federal income tax, state income tax, and FICA. The calculator above computes that tax for your Brex grant and compares selling the shares now against holding past the one-year mark for long-term capital-gains treatment.
Does Brex grant ISOs, NSOs, or RSUs?
Equity compensation at Brex typically takes the form of incentive stock options (ISOs) and non-qualified stock options (NSOs). Incentive stock options can trigger the alternative minimum tax (AMT) when you exercise.
Are Brex shares eligible for QSBS?
They might be. Qualified small business stock (QSBS) under Internal Revenue Code Section 1202 can exclude federal tax on much of the gain when shares were acquired at original issuance from a C-corporation while its gross assets were under $50 million, and held at least five years. Whether your Brex shares qualify turns on when you acquired them and the company's asset size at that time.
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