Your Gold Coins and Your Business Exit Now Share a Tax Bucket
You file Schedule D every year. You know the line. It's where you report the gain on your American Eagles. Your Silver Maples. Your junk silver bags.
Starting in 2025, that same line is where the IRS wants you to report the gain on selling your small business.
Same bucket. Same rate. Same worksheet.
I mean. Let's look at how this works.
The Rule
Congress passed the One Big Beautiful Bill, the massive tax-and-spending package signed this year. Buried inside is a change to Section 1202, the Qualified Small Business Stock rule. QSBS is the tax break for founders and early investors in small C-corporations. Hold the stock five years, sell it, and the gain is tax-free. Up to $10 million per seller. That rule still applies to stock you already own.
What changed is what happens to stock bought after July 4, 2025. Buy new stock and you get a graduated exclusion schedule. Hold three years, exclude 50% of the gain. Hold four years, exclude 75%. Hold five years, exclude 100%. The cap on the new stock rises to $15 million.
Fine. Simple enough.
Now look at the part that isn't excluded. The 50% you still owe tax on. Or the 25%.
That gain doesn't get taxed at the normal 20% long-term capital gains rate. It gets taxed at 28%. Plus another 3.8% the feds tack on. That's 31.8%.
Why 28%? Here's the code:
For purposes of this subsection, the term "28-percent rate gain" means the excess (if any) of (A) the sum of (i) collectibles gain; and (ii) section 1202 gain...
IRC §1(h)(4). Right there. Collectibles gain and Section 1202 gain. Added together. One bucket.
Anchin, a national accounting firm, calls it the "collectible rate" outright. The IRS Schedule D instructions send both gains to the same 28% Rate Gain Worksheet. Your stack of gold coins. Your business-sale gain. Same line.
Sure.
June 4: The day smart money moves (not June 12)
Everyone is focused on June 12 — the SpaceX listing date.
Wrong date.
The real deadline is June 4.
That's when the institutional roadshow begins. That's when Goldman Sachs, Morgan Stanley, and the biggest funds on earth start presenting SpaceX's S-1 to their clients.
And when they do, one name buried in that filing will finally get the attention it deserves.
A small, publicly traded company that builds the critical power infrastructure Musk's Colossus can't operate without.
Right now, it's still priced like a sleepy industrial stock.
In 14 days, that changes.
Dylan Jovine has the name — he's giving it away before the roadshow begins.
The Ambiguity That Costs Millions
Now here's where it gets interesting.
The new law says you can exclude a percentage of your gain, up to a $15 million cap. But the statute doesn't say which limit you apply first. The percentage or the cap.
Tax attorney Nancy Dollar at Hanson Bridgett flagged the gap between §1202(a) and §1202(b)(1). The two subsections don't agree on the order of operations. One gives you a percentage. The other gives you a dollar cap. Congress didn't say which one wins.
This matters. A lot.
A founder sells $30 million in QSBS at year four. The exclusion rate is 75%. The cap is $15 million.
Reading one. Apply the cap first. You have $15 million of eligible gain. Take 75% of that. You exclude $11.25 million.
Reading two. Apply the percentage first. Take 75% of $30 million. That's $22.5 million. But the cap is $15 million. So you exclude $15 million.
The difference is $3.75 million in excluded gain. At 28%, that's $1,050,000 in tax. One reading costs you $1,050,000. The other doesn't.
Hanson Bridgett says the literal reading of Section 1202(b)(1) favors the taxpayer. The percentage applies first. You get the bigger exclusion.
But Treasury hasn't spoken. No regulation. No ruling. No guidance.
Your CPA is guessing. I dunno which way they'll guess.
The Shrug
Look. Your American Eagles sit in the vault for years. You don't panic-sell at year three.
Same logic here. A founder who waits one more year owes zero federal tax. The exclusion hits 100%. The ambiguity vanishes. The 28% bucket empties itself.
The government wrote the rules. We're just reading the fine print.
