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Deno · VA · Pre-IPO

Deno pre-IPO equity planning in Virginia

Deno (Dev tools, series-b) employees who live or work in Virginia: tender offer timing, federal AMT on ISO exercises, and 5.75% state-tax considerations for the liquidity event.

Where Deno sits today

Deno is a series-b Dev tools company headquartered in NY. No confirmed active secondary market; liquidity typically waits for an IPO or acquisition.

What Virginia residency changes

Virginia taxes RSU ordinary income, NSO exercise spread, and ESPP discount income at up to 5.75%. For a Deno 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 Deno'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.

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