Where Brex sits today
Brex is a late-stage Fintech company headquartered in CA. An active secondary market gives employees a path to partial liquidity before IPO through platforms like Forge, Hiive, EquityZen, or company-run tender offers.
What Virginia residency changes
Virginia taxes RSU ordinary income, NSO exercise spread, and ESPP discount income at up to 5.75%. For a Brex employee sitting on a large vested-but-not-settled equity position, the liquidity-event year stacks state tax on top of the federal 37% bracket, producing a combined marginal of approximately 42.8%.
QSBS and Virginia
Virginia's QSBS conformity varies by year. Verify current-year treatment before a sale; most states other than CA, NJ, PA, and MS conform either fully or partially.
Moves to make before the liquidity event
Adopt a 10b5-1 plan during the last open window before Brex's S-1 (90-day cooling-off for non-officers, 120 days for officers/directors). Model federal AMT before any ISO exercise. Maximize after-tax 401(k) contributions in the months before IPO, while your ordinary income is still at the pre-IPO baseline. If you're considering a move out of Virginia, time it well before vesting events to minimize trailing-nexus exposure.