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Vermont · qsbs

QSBS in Vermont: federal Section 1202 and state conformity

Whether Vermont honors the federal QSBS gain exclusion on Section 1202 stock — and what it means for founders and early employees selling after five years.

What Vermont residents actually pay

Vermont taxes ordinary income at a top marginal rate of 8.75%. RSU settlement value, NSO exercise spread, and ESPP discount income all count as ordinary wages for this purpose and flow through the state's normal brackets.

40% LT cap-gains exclusion with limits.

Federal Section 1202

Qualified Small Business Stock (QSBS) lets you exclude up to $10M or 10× your basis (whichever is greater) in federal capital gains on eligible C-corp stock held at least five years. The stock must have been acquired at original issuance from a company with under $50M in gross assets at the time.

Vermont conformity

Vermont conformity with federal QSBS rules varies year by year. California, for example, fully decouples and still taxes QSBS gain despite federal exclusion — a surprise for Bay Area founders on exit. Check current conformity before you file.

Frequently asked

Does Vermont tax RSU income the same as wages?
Yes. Vermont treats RSU ordinary income as wages, taxable at the state's top marginal rate of 8.75%. Supplemental-wage federal withholding (22%, or 37% above $1M YTD) does not adjust for state withholding, so you often owe extra at filing.
What happens if I exercise ISOs while living in Vermont?
Vermont does not run a separate state AMT, so only federal AMT applies. You still need to model the bargain element carefully if you plan a cashless exercise-and-sell.
I moved to Vermont from another state. Who taxes my vesting RSUs?
Most high-tax states (CA, NY, MA) source RSU ordinary income to workdays between grant and vest. If your grant pre-dates your Vermont move, expect the old state to tax the portion of each tranche attributable to workdays earned there. Vermont taxes the remainder.
Can I reduce Vermont taxes by timing my RSU sales?
Vermont gives preferential treatment to long-term capital gains. Holding RSU shares 12+ months past vest can produce both federal and state savings. Weigh concentration risk before using this as a reason to hold.

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