Blog
Notes on equity compliance for small US public companies.
2026-10-04
Payroll tax on $380,000 of profit: $33,055 as a sole proprietor, $15,300 with a $100,000 salary
An S election changes which dollars carry Social Security and Medicare tax. On $380,000 of profit and a $100,000 salary the difference is $17,755 a year before costs. On $90,000 of profit it is $3,537. Here is the arithmetic.
2026-09-30
What an $84,000 hire costs in employer payroll tax: $6,510, not 30%
The 1.3 times salary rule puts $25,200 on top of an $84,000 hire. The federal employer taxes on that salary come to $6,510 in the first twelve months. Here is the arithmetic, month by month, and what the rule is actually covering.
2026-09-28
Four estimated tax payments, three different lengths of year: what the IRS actually measures
The four dates are April 15, June 15, September 15 and January 15, and the periods behind them run three, two, three and four months. The safe harbor still splits the bill into four equal parts. Here is the arithmetic on two owners.
2026-09-25
The 2020 rule that beats a float table: why $400M of float can still mean 90 days, not 75
Filer status decides whether your 10-K is due in 60, 75 or 90 days — and since 2020, a revenue test can override float entirely. A $400M-float company with $60M of revenue gets 90 days, the same as a company with no float at all.
2026-09-23
The Item 1.05 cyber 8-K: four business days, starting on a date you pick
A material cybersecurity incident must be reported on Form 8-K within four business days — but the clock starts at your own materiality determination, not at discovery. Two worked examples, including how a federal holiday changes the due date.
2026-09-21
$79 a client, not $200 a company: pricing equity compliance across a firm's clients
An accounting firm serving many small companies pays $79 a client through the Firms plan, not $200 direct. The arithmetic on where that plan pays off, and where it does not.
2026-09-21
The 10b5-1 cooling-off period is not one number. It is the later of two, capped by a third.
For a director or officer, a Rule 10b5-1 trading plan cannot trade until the later of 90 days after adoption and two business days after the quarter's 10-Q or 10-K — but never later than 120 days. Three worked examples, and why a calendar reminder set at 'adoption plus 90' produces a trade that was never permitted.
2026-08-26
The 83(b) deadline is 30 days. The hard part is knowing which 30th day.
Thirty days from transfer, no extensions, no cure. Section 7503 moves the date when it lands on a weekend or a legal holiday — and 'legal holiday' means a District of Columbia holiday, which includes April 16.
2026-08-25
Four business days: the 8-K rule that is longer than it looks, and shorter
General Instruction B.1 says four business days after the event. The sentence after that one decides half your deadlines — and unlike a 10-K, there is no late-filing notification for Form 8-K.
2026-08-24
Form 4 is due in two business days. Here is what that actually means.
The Section 16 filing deadlines in plain language: Form 3 in 10 days, Form 4 in two business days, Form 5 within 45 days of fiscal year end — and how the clock really runs.
2026-08-24
Delaware franchise tax: why the bill says $85,000 and the truth says $400
Delaware computes your franchise tax two ways and bills you the bigger one by default. The Assumed Par Value Capital method usually cuts it by orders of magnitude — here is the exact math.
2026-08-24
ASC 718 in plain language: what stock comp really costs your P&L
How stock-based compensation expense actually works under FASB ASC Topic 718 — grant-date fair value, service periods, and the choices small public companies get to make.
2026-08-24
The 83(b) election: 30 days, no extensions, no second chances
What a Section 83(b) election does, why the 30-day deadline is absolute, and how the IRS's standardized Form 15620 changed the mechanics.