The deal is stuck on price because of the tax. This is how much room you actually have.

Set the three dials. Everything below updates live. Numbers are an illustration, not tax advice. The exact figure comes from the seller's basis and return.

Your seller can accept $0 less and still net the same after tax.

Sale price

List price $10,000,000

$500k to $50M

Gain

Gain as % of price 50%

Held 10+ years in CA? It's usually 60 to 90%. Owned since the 90s: 90%+.

Loan payoff at close

Debt paid off from proceeds $0

This part is cash at closing and is taxed now. It cannot be structured.

Seller's other income

Taxable income / yr $150,000

The gain stacks on top of this. Ordinary income fills the 0%/15% capital-gain brackets first; investor income already sits in them.

Closing costs, state, taxpayer, payout: the numbers underneath

Closing costs (seller side)

Commission 5.0% Escrow, title, misc 0.5% Transfer tax preset Other seller costs ($)

Total closing costs$0

commission

escrow / title

transfer tax

Seller & structure

State Filing Payout rate 5.0% Spread over 10 years Cash the seller insists on at close $0

Every dollar taken at close is taxed at the gross-profit ratio in year one.

Years owned / rented 15 years

Sets the §1250 estimate below. Land never depreciates; it is assumed at 40% of what was paid, which is typical for coastal California. Your county assessor publishes the real split free. Drag the depreciation slider to override.

Depreciation taken (unrecaptured §1250) $0

Derived from the years above; drag to override.

Seller is 65+ (both spouses if married) What is being sold

All cash at list price

tax due the year it closes

Sale price

Closing costs

Loan payoff

Gain

Tax on the gain

Seller nets

Structured sale at the reduced price

buyer pays cash at close · seller is paid on a schedule

Sale price

Closing costs

Loan payoff (taxed now)

Structured

Tax over years

…of which year one

Seller nets (present value)

nominal, over the schedule

Same yield, both sides (at list price)

Both earn a year. Every dollar of interest, on the note and on money reinvested, is taxed the year it's earned at the seller's own rate (federal + state + 3.8% NIIT, about here). The only difference is the starting number.

Take the check: invested after tax

Structured: still working (incl. the unpaid tax)

Take the check, after yrs (after-tax yield )

Structured, after yrs (payments reinvested the same way)

Structured ahead by

in today's dollars

Where the gain goes at the reduced price

taxed at closing (loan payoff, cash taken, §1245)deferred over the schedule

Your commission at list vs. reduced

Annual payment to seller principal + interest at the payout rate

Tax on the gain: all-cash at list → structured

Year by year at the reduced price

Year	Payment	Interest	Principal	Gain recognized	Tax on gain	§453A	Balance

Interest is ordinary income to the seller, taxed as received like any interest. It is shown, not counted against the sale.

Send me price + basis → real numbers in 24 hours

Prepared by Hans Goldstein · Goldstein & Co. LLC · 213-414-2808 · hans@goldsteinco.net

How this is computed. Gain = price − adjusted basis − closing costs. Under IRC §453 the gain is recognized as payments are received, at the gross-profit ratio (gain ÷ price). Debt paid off at closing, closing costs paid from the proceeds, and any cash the seller takes are payments received in the year of sale and are taxed then; §1245 recapture is ordinary income in the year of sale regardless (§453(i)); unrecaptured §1250 gain is recognized first (Reg. §1.453-12) at a 25% federal cap. Federal 2026 brackets, 3.8% NIIT and the standard deduction are applied on top of the seller's other income; state tax uses the state's rate on gains (California progressive incl. the 1% surtax over $1M; Washington's 7% excise above the exemption on business/stock sales, with real estate exempt; exclusions where the state allows them). Payments are a level annuity at the payout rate (the first payment is modeled in the year of sale; a schedule that starts 12 months out shifts a little tax one year later); brackets are held at 2026 levels for every year (no inflation indexing, which is conservative); the interest portion is ordinary income when received and is not counted against the sale. §453A interest on deferred tax is charged when installment obligations outstanding exceed $5M at year end (the test aggregates all of the seller's installment notes, but only this sale is counted here; 7% §6621 rate as of Q3 2026). Present value discounts the tax stream at the payout rate. Not modeled: AMT, state-specific credits, related-party or dealer sales (installment method unavailable), partnerships and multi-owner allocations. Illustration only, not tax or legal advice; the seller's CPA confirms basis and the final numbers. Payments are obligations of an assignment company, funded by a fixed annuity from a highly rated life insurer; they depend on the assignment company and the insurer's claims-paying ability; rates are illustrative and change. Hans Goldstein is a licensed life & annuity producer (CA 4273294, NPN 20602398) · Goldstein Insurance Services, CA org. lic. 6016830; not an investment adviser.