Sell for Less, Net More Calculator
Enter the listing, the offer and the seller's basis. See what the seller nets all cash at the asking price, all cash at the offer, and with a structured installment sale at the offer, and the break-even: the lowest price where the structured sale still nets the seller as much as all cash at the asking price. For listing brokers who need the deal to close. Playbook: Save the Deal.
By Hans Goldstein, EA · Updated October 14, 2026 · Tax figures: 2026 federal brackets (IRS Rev. Proc. 2025-32) and the 3.8% net investment income tax
Break-even price $9,440,783 with a structured sale, against $10,000,000 asking. At that price the seller nets what an all-cash sale at the asking price nets: $4,738,615.
What the seller nets, three ways
- Loan and closing costs$3,561,000
- Tax on the gain$1,700,385
- Broker commission$500,000
- Loan and closing costs$3,532,950
- Tax on the gain$1,525,291
- Broker commission$475,000
- Loan and closing costs$3,532,950
- Tax, all years$1,331,308
- Broker commission$475,000
Structured net: the payments are valued in today's dollars at the payout rate, and so is the tax, the same method as our structured installment sale calculator. Structure used: 10 level yearly payments at a 5% payout rate (an assumption, not a quote; set on October 14, 2026, the real rate depends on the carrier and the term on the day of the sale), no cash taken at closing beyond the loan payoff, closing costs of 5% commission + 0.5% escrow and title + the state transfer tax estimate. The section 453A interest charge applies above $5,000,000 of installment obligations and is already inside the structured figures: $27,708 over the schedule.
The break-even: how far the price can come down
- Asking price, all cash: seller nets$4,738,615
- Lowest price where a structured sale nets the same$9,440,783
- Room to come down$559,217 (5.6% of the asking price)
- Structured amount at that price$5,911,155
- Your offer against the break-even$59,217 above it
At your offer of $9,500,000 the seller nets $4,779,026 with a structured sale. That is $40,411 more than all cash at the asking price. This offer works for the seller.
Your commission and the deal closing
- Commission at the asking price (5%)$500,000
- Commission at your offer$475,000
- Commission at the break-even price$472,039
- What coming down to the break-even costs you$27,961
A price that is $559,217 lower costs you $27,961 of commission. A seller who walks costs you all $500,000. The deal that closes at $9,440,783 pays you $472,039 at the table, in cash, because the buyer pays in full at closing.
Get the REAL numbers
Talk to real estate deal tax expert Hans Goldstein, EA
Why now: a structured installment sale has to be set up before closing. Once the money reaches the seller or an intermediary it cannot be restructured.
These are estimates. Have a qualified tax professional run your real numbers in a 15-minute scope call.
Book my 15-minute callThis is an estimate. Getting it right down to the tee takes your actual tax forms (returns, K-1s, depreciation schedules), a consult and a paid analysis. The first 15-minute scope call is free.
How the sell-for-less calculator works
A listing at $10,000,000 and an offer at $9,500,000 looks like a $500,000 problem. For a seller with a large gain it is often a smaller one, because the tax comes out of the sale. This calculator works out what the seller keeps after the loan payoff, closing costs and tax in three cases: all cash at the asking price, all cash at the offer, and a structured installment sale at the offer. In a structured sale the buyer pays the full price at closing, the same as any sale, and the seller is paid by an assignment company on a schedule the seller picks.
Then it finds the break-even: the lowest price at which the structured sale still nets the seller what all cash at the asking price would. That is how much room you have to come down. Your commission falls a little. The deal closes, and you are paid at the table.
Worked example: a $10,000,000 listing, computed October 14, 2026
A married couple in California lists a commercial building at $10,000,000. Adjusted basis is $5,000,000, depreciation taken is $1,500,000, the loan payoff is $3,000,000 and other income is $200,000 a year. Commission is 5%. A buyer offers $9,500,000, all cash at closing. The structure is ten level yearly payments at an assumed 5.0% payout rate.
| Case | Price | Tax on the gain | Seller nets | Commission |
|---|---|---|---|---|
| All cash at the asking price | $10,000,000 | $1,700,385 | $4,738,615 | $500,000 |
| All cash at the offer | $9,500,000 | $1,525,291 | $4,441,759 | $475,000 |
| Structured sale at the offer | $9,500,000 | $1,331,308 | $4,779,026 | $475,000 |
| Structured sale at the break-even price | $9,440,783 | $1,313,136 | $4,738,615 | $472,039 |
The seller nets $4,738,615 in cash at the asking price. At the offer, all cash nets $4,441,759, so the offer looks $296,857 short. With a structured sale the same offer nets $4,779,026, which is $40,411 more than all cash at the asking price. The break-even is $9,440,783, so there is $559,217 of room. Rounded down, that is the hook: sell it for about $550,000 less and the seller still nets more. The level payment is $772,760 a year at the offer. The section 453A interest charge applies because the structured amount is over $5,000,000; it is already inside these figures.
When the structured sale does not win
It does not always. If it does not, the calculator says so and does not give you a number to offer. Here is one: a $40,000,000 Texas listing with a $5,000,000 basis and no loan. All cash nets the seller $29,992,135. A structured sale nets $29,873,019, which is $119,116 less, because the section 453A interest charge on obligations over $5,000,000 is $1,845,410 over the schedule. On that listing the honest answer is to hold the price.
Other reasons a structured sale loses: the gain is small; a large loan payoff is paid at closing and taxed in the year of sale; the seller needs every dollar in hand at closing; or the structured amount is under $100,000.
How to use it on a live listing
- Enter the asking price and the offer. Get the seller's basis, depreciation and loan payoff from the seller or the seller's CPA. Your commission is optional.
- Read the break-even. If the offer is above it, the seller can say yes and net more than all cash at the asking price. If it is below, the calculator tells you how far the buyer has to come up.
- Ask one question at the listing appointment: "If taxes weren't in the way, would you sell?" The Save the Deal playbook for brokers has the eleven plays and the word-for-word introduction.
- Send Hans the deal before closing. Sale price, rough basis and target close date is enough.
The first 15-minute scope call is free. If the seller wants the written numbers and documents, the analysis is $5,000. Only the scope call is free.
How Hans is paid. Hans Goldstein, EA, is also a licensed insurance agent. A structured installment sale is funded with an annuity, so he is paid a one-time commission from the insurer only if a seller chooses one, built into the payout rate. He earns nothing from a cash sale. That is a conflict of interest, which is why every option is shown side by side and the seller's CPA and attorney review everything.
What the calculator assumes and does not do
- Estimates. Federal and state income tax and the 3.8% net investment income tax, figured by the same engine as our other calculators, with 2026 federal law held flat for later years (IRS Rev. Proc. 2025-32).
- Depreciation is treated as real property depreciation (taxed up to 25%). Equipment and cost segregation items are taxed higher and are not split out here.
- Not modeled: suspended passive losses, capital loss carryforwards, a 1031 exchange, state-specific special deductions, and anything the seller has already sold this year.
- The structured amount must be at least $100,000. Below that a structure cannot be placed, and the calculator says so.
- It is set up before closing. Once the money reaches the seller or a qualified intermediary, it cannot be restructured.
- The seller's payments are locked in. No speeding them up, borrowing against them or cashing them out. They depend on the assignment company's ability to pay; it is usually funded by a fixed annuity from a highly rated life insurer whose name and ratings are disclosed in writing before anyone signs.
- Net in today's dollars. The structured payments and the tax are both valued at the payout rate, so a structured net and an all-cash net can be compared on one line.
The rules the calculator applies
| Rule | What the calculator does | Source |
|---|---|---|
| Installment method | Gain is taxed as payments are received, in the gross profit ratio; a loan paid off at closing is a payment in the year of sale | IRC 453; IRS Publication 537 |
| Interest charge over $5,000,000 | On installment obligations over $5,000,000 at year end, interest runs on the tax not yet due. The calculator charges it at the IRS underpayment rate, 7% for the third and fourth quarters of 2026 | IRC 453A; IRS quarterly interest rates |
| Federal rates | 2026 brackets and capital gain rates: 0%, 15%, 20%, and up to 25% on unrecaptured depreciation on real property | IRC 1(h); IRS Rev. Proc. 2025-32 |
| Net investment income tax | 3.8% on the gain above the income threshold | IRC 1411 |
| State tax | Each state's 2026 income tax schedule as built into the Goldstein & Co. engine, read October 14, 2026; transfer tax by state from the engine's table | State revenue department rate tables |
| Payout rate | 5.0% a year, an assumption set October 14, 2026, used both to size the payments and to value them in today's dollars. The real rate depends on the carrier and the term | Assumption, not a quote |
All sources read October 14, 2026.
Sell for Less, Net More Calculator questions
How much can a listing price come down before the seller loses money?
It depends on the seller's gain, loan payoff and state. The calculator finds the lowest price at which a structured installment sale nets the seller what all cash at the asking price nets. On the example listing that is about 5.6% under the asking price. On a seller with a small gain it can be zero, and the calculator says so.
Does the buyer do anything different?
No. The buyer pays the full price at closing, cash or a bank loan, through escrow, on the same closing date. There is no note, lien or payment to the seller afterward. The structure is on the seller's side.
Is the seller the bank?
No. The seller is not owed anything by the buyer after closing. The seller is paid by an assignment company on the schedule the seller picks, which is why the buyer pays in full at closing and your commission is paid at the table.
Why does a lower price net the seller more?
The tax is figured on the gain, and in a structured installment sale the gain is taxed as the payments arrive instead of all in the year of sale. The lower tax rate brackets on each year's share can leave more after tax from a lower price. The calculator shows the tax in each case so you can see it.
What does a structured installment sale cost?
The cost is built into the payout rate. Hans is paid a one-time commission from the insurer only if the seller chooses one, disclosed in writing first. The calculator and the first 15-minute scope call are free; the written analysis is $5,000.
When does it have to be set up?
Before closing. Funds that have already reached the seller or a qualified intermediary cannot be restructured.
Sources
- IRC 453, installment method: Cornell LII, read October 14, 2026
- IRC 453A, interest on tax not yet due, obligations above $5,000,000: Cornell LII, read October 14, 2026
- IRC 1(h) and 1411, capital gain rates and the net investment income tax: Cornell LII, irs.gov
- IRS Publication 537, Installment Sales (buyer pays off a mortgage, contract price, gross profit): irs.gov
- IRS Rev. Proc. 2025-32, 2026 brackets, standard deduction and capital gain breakpoints (October 2025): irs.gov
- IRS quarterly interest rates, underpayment rate 7% for the third and fourth quarters of 2026: irs.gov
Related: Close the gap calculator (buyers) · Fund the full loan calculator (lenders) · For professionals · Broker price-room tool · Structured installment sale calculator · All calculators
Educational estimate only, not tax, legal or investment advice. Federal and state income tax and the 3.8% net investment income tax; figures use 2026 federal law (Rev. Proc. 2025-32) held flat for later years. The payout rate is an assumption, not a quote. Your CPA should confirm any number before anyone acts on it. Hans Goldstein, EA.