Plan your Change Agents NSO exercise

Calculator · free · no signup · pre-IPO

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

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Your grant

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

$198,990

Sell + invest wins by $20,773 over Hold 1 yr.

Estimates only. Not financial advice.

Your NSO exercise pushes your top federal rate from 24% to 35%. Hover the Federal value below for the bracket-by-bracket slicing.

Sell + invest

Best payout
Bargain element (sale − strike)$350,000
Federal
State
Medicare−$5,075
Additional Medicare−$3,150
Market gain over 1 yr at 10.0%$18,564
LTCG on diversified gain (fed + state + NIIT)−$5,217
Net at year 1$198,990

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

Sale proceeds (year 1)
LTCG tax (federal + state + NIIT)$0
Net at year 1$178,216

Sold 2,679 shares at exercise to cover strike + tax; 2,321 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$54K$108K$162K$215KYr 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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Related calculators: Stock Concentration Calculator · Multi-Year ISO Exercise Schedule Calculator

About Change Agents

Change Agents is a privately held Cloud/SaaS company, headquartered in New York, NY.

Compliance-ops software for fintech/crypto regulatory filings; NYC, founded 2024, no disclosed funding round or SEC registration.

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

Michelle Ann Gitlitz and Arthur Kam founded Change Agents in New York City in 2024 to automate regulatory compliance work for financial firms. The company built a compliance operating system: software that uses automation and artificial intelligence to fill out complex regulatory forms, pull data out of paper-based filings, and generate reports from historical records. Change Agents remains unfunded, according to Tracxn's 2026 tracking data. In February 2026, it added two Managing Directors, Kristi Diehl and Eric Medoff, to its leadership team as the company grows its compliance advisory bench.

Sources: tracxn.com · prnewswire.com · changeagents.co

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

Change Agents 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.

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

Change Agents equity questions

How is a Change Agents 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 Change Agents grant and compares selling the shares now against holding past the one-year mark for long-term capital-gains treatment.
Does Change Agents grant ISOs, NSOs, or RSUs?
Equity compensation at Change Agents 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 Change Agents 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 Change Agents shares qualify turns on when you acquired them and the company's asset size at that time.
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