How much will you actually walk away with?
Every seller focuses on the headline sale price. What actually matters is the number that hits your bank account. This waterfall calculator walks you from your expected sale price all the way to net cash after tax — with every real deduction modeled: broker fees, legal + accounting, debt payoff, earnout and escrow holdbacks, and federal + state capital gains.
Numbers update as you type. No signup, no wait. State-specific LTCG rates come from Department of Revenue and Franchise Tax Board sources for the 2026 tax year — with an override slider for QSBS §1202 and installment-sale scenarios.
What actually lands in your account.
Enter your expected deal. We'll walk you from the headline sale price down to the wire hitting your bank — with the pieces you'll actually pay along the way.
Total transaction value, before any deductions.
Transaction costs
Main Street brokers typically charge 8-12%. Lower-mid-market M&A advisors run 4-7% on larger deals.
Attorney, CPA/QoE, escrow agent, and other transaction professionals.
SBA loan payoff, credit lines, equipment financing — paid at close.
Holdbacks
Not lost — held back and typically released post-close. Model them so you know what actually hits your account on day one.
Contingent payment tied to post-close performance. Typically 12-36 months.
Held against indemnity claims. Typically 5-15% released after 12-24 months.
Taxes
Federal LTCG 23.8% + CA 13.30%. Move the slider to override with your actual expected effective rate (e.g. QSBS §1202 planning brings this to near-zero).
Using computed federal + state rate. Drag right to override.
Rates reflect 2026 top-bracket estimates. Actual liability depends on installment structure, QSBS §1202 status, and your personal tax picture. Confirm with an M&A tax attorney.
Where the money goes
A $5M deal is not a $5M check.
On a typical Main Street $5M sale — assuming 10% broker fee, $75K legal/accounting, $500K debt, no earnout, 8% escrow, and Texas residency — the seller nets roughly $3.1M after tax. That's ~62% of the headline. The specific mix varies deal by deal, but the gap between headline and net is always meaningful. This is the number to plan around.
Broker / M&A fee
8-12% Main Street · 4-7% lower-mid
Success-fee only for reputable brokers. On smaller deals under $1M, brokers occasionally take a small monthly retainer that credits against the success fee. Investment bank fees on $50M+ deals start at 1-3%.
Legal + accounting + QoE
$50K-$200K
Attorney fees run $30K-$100K for Main Street deals. Quality-of-earnings analysis (usually buyer-paid but sometimes seller-side) adds $20K-$60K. Escrow agent + closing costs add $5K-$15K.
Debt payoff
Paid at close
SBA loan payoff, LOC balance, equipment financing, real-estate mortgages tied to the business — all paid off at close from the sale proceeds. Check for prepayment penalties on SBA loans (usually 5-3-1% in first three years).
Earnout holdback
0-40% typically · 12-36 mo
Contingent on post-close performance. Seller typically earns 60-70% of the theoretical earnout. If it's more than 30% of the deal, negotiate it down or plan for a discount. Small buyers use these more than PE platforms do.
Escrow / indemnity hold
5-15% · 12-24 mo
Held against post-close indemnity claims (rep and warranty breaches, undisclosed liabilities). Usually released in tranches — half at 12 months, half at 24. Increasingly replaced by rep-and-warranty insurance on deals over $10M.
Federal + state LTCG
23.8% federal + 0-13% state
Federal LTCG at 20% + 3.8% NIIT = 23.8% at top bracket. State adds 0% (Texas, Florida, Nevada, no-tax states) to 13.3% (California). QSBS §1202 can bring federal to zero on up to $10M of gain — one of the highest-ROI planning moves in the deal.
People also ask
Common net-proceeds questions
People also ask
What actually gets deducted from my sale price before it hits my bank?
Six meaningful pieces: (1) broker or M&A advisor fee — typically 8-12% for Main Street, 4-7% for lower-mid-market; (2) legal, accounting, and quality-of-earnings — usually $50K-$200K depending on deal complexity; (3) any outstanding business debt paid off at close; (4) earnout holdback if the deal includes contingent consideration; (5) escrow / indemnity hold — typically 5-15% held for 12-24 months; (6) federal + state capital gains tax. Everything above the tax line hits within a few weeks; earnout and escrow release over the following months and years.How much do brokers actually charge?
Main Street brokers on sub-$5M revenue businesses typically charge a 10-12% success fee, sometimes with a small monthly retainer ($1K-$3K) that credits against the success fee at close. Lower-middle-market M&A advisors on $5M-$50M revenue businesses charge 4-7% on graduated Lehman-formula tiers. Investment banks handling $50M+ deals typically start at 1-3%. Always negotiate — fees are always negotiable on deals above $2M in expected sale price.Is capital-gains tax really 23-30%+ of my sale?
Federal LTCG is 20% at the top bracket plus the 3.8% net investment income tax = 23.8% federal. State cap gains stack on top — 0% in Texas/Florida/Nevada, 13.3% in California, ~5-11% in most others. So the combined bite ranges from 23.8% (no-tax states) to 37%+ (California, NY). That said, real sellers rarely pay this much — installment sales, QSBS §1202 planning (which can bring federal cap gains to zero on up to $10M of gain), and structuring can meaningfully reduce it. An M&A tax attorney engaged 12+ months before the sale is the single highest-return advisor in the deal.What's an earnout and should I accept one?
An earnout is contingent consideration — you get part of the purchase price only if the business hits specific post-close targets (revenue, EBITDA, customer retention). Common on deals where the buyer is uncertain about how the business performs without you. Rule of thumb: assume you'll earn about 60-70% of the earnout in practice. If the buyer is proposing more than 25-30% of the deal in earnout, either negotiate it down or price it into your expectations at a discount.Why is there a difference between cash at close and net after tax?
Cash at close is the money that hits your account within a few weeks of closing — this is what most sellers actually think about. Net after tax is what you keep after paying capital gains. The tax bill isn't due at closing — it's due when you file the following April (or quarterly estimates before then), but planning for it is essential. Some sellers underestimate the tax and end up spending money they don't have. Model both numbers.
From number to reality
Ready to talk to a broker who optimizes for net proceeds?
A specialist broker + M&A tax attorney working together can move the net-proceeds number by 15-30% vs a naive first-broker sale. Free intake, 3 minutes.