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Bright Machines · TX · Pre-IPO

Bright Machines pre-IPO equity planning in Texas

Bright Machines (Robotics, late-stage) employees who live or work in Texas: tender offer timing, federal AMT on ISO exercises, and no-state-tax considerations for the liquidity event.

Where Bright Machines sits today

Bright Machines is a late-stage Robotics 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 Texas residency changes

Texas has no state wage income tax. A Bright Machines liquidity event while you're a Texas resident means federal-only exposure (up to 37% on RSU settlement plus 3.8% NIIT on capital gains). That's a meaningful structural advantage compared with CA or NY residents.

QSBS and Texas

Texas has no state income tax, so QSBS treatment applies only at the federal level. Section 1202 exclusion produces the full benefit here with no state claw-back.

Moves to make before the liquidity event

Adopt a 10b5-1 plan during the last open window before Bright Machines'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. A move into a high-tax state before IPO will cost you meaningfully on the equity vest; stay in Texas through the settlement year if possible.

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