Tax Binder 2026

# Tax Binder 2026 — Index

**Status:** open  
**Year:** 2026  
**Last updated:** 2026-06-02

## Filed Documents

| # | Type | Party | Amount | Date | Source | Reconciled |
|---|---|---|---|---|---|---|
| 1 | receipt | Anthropic, PBC | $21.49 | 2026-05-30 | [01KSX68R…](documents/01KSX68R36BSV8HN3FCPV16YF5.md) | ✓ |
| 2 | workpaper | Eide Bailly / PE transaction | —¹ | 2026-06-02 | [eb-pe-transaction-workpaper-TY2026.md](documents/eb-pe-transaction-workpaper-TY2026.md) | pending² |

¹ Preliminary — deal unsigned. Amounts in the workpaper; see Equity Desk source of truth.  
² Pending EB basis guidance, §751 hot-asset allocation, and deal close. See open-questions.md.

# Tax Binder 2026 — Reconciliation

Each row maps a figure or document to its source artifact.
CPA review: verify every number links to a filed source.

| Artifact ID | Type | Party | Amount | Date | Document Path | Notes |
|---|---|---|---|---|---|---|
| `01KSX68R36BSV8HN3FCPV16YF5` | receipt | Anthropic, PBC | $21.49 | 2026-05-30 | [01KSX68R36BSV8HN3FCPV16YF5.md](binder/2026/documents/01KSX68R36BSV8HN3FCPV16YF5.md) |  |

# Tax Binder 2026 — Open Questions

Items requiring Hans's decision or CPA input before the binder is final.
Check these off once resolved.

---

## 🔴 ACTIVE ISSUE — IRS Notice: Alleged $22K Underpayment

**Status:** Open — awaiting call with Shelly Miller / Kaizen  
**Priority:** High  
**Opened:** 2026-05-19 (Melissa's email to Shelly)  
**Source:** Email thread "IRS fines" — Melissa ↔ Shelly Miller ([email protected])

### What the IRS says
- You underpaid taxes and owe approximately **$22,000 + fines and interest**
- IRS letter received ~May 2026 (images attached in original email)

### Shelly's diagnosis (May 20)
> "The only thing I can see that is different is the 4th quarter estimated payment made in Feb of 2025. It looks like that payment was actually applied to 2026 instead of 2025."

**This is a misapplied payment, not a genuine underpayment.** The Q4 estimated tax payment was made but credited to the wrong year in the IRS system.

### Next steps
- [ ] Call Shelly (801-310-6117) to confirm the diagnosis and agree on the resolution path
- [ ] Obtain IRS letter (Melissa has images) and file it here
- [ ] Option A: Contact IRS to reallocate the payment from 2026 to 2025 (Form 843 or direct call to IRS)
- [ ] Option B: If reallocation is declined, pay the $22K + interest and let the 2026 overpayment offset future liability
- [ ] Confirm resolution in writing with Shelly; document outcome here

### Notes
- Not tax advice — present the options to Shelly and let her guide the resolution
- If Shelly drafts a response to the IRS, route it through mail-drafts/ for review before sending
- Once resolved, mark this item ✅ and log to decisions/

---

## Prior-Year Items (from return parsing)

- [ ] **2024 SEP deduction $0** — was $42,900 in 2023 and $44,850 in 2025. Ask Shelly if this was missed or intentional. If missed, 2024 amended return still possible. (source: prior-years.md)
- [ ] **2024 SE health insurance $0** — same question. (~$29K in adjacent years.) (source: prior-years.md)
- [ ] **QBI deduction** — zero in all 3 prior years despite partnership K-1 income. Ask Shelly for documented determination on §199A eligibility. (source: prior-years.md)
- [ ] **LLC rental property** — not appearing in prior-year structured facts. Confirm depreciation, passive losses, and cost-segregation are being tracked. (source: prior-years.md)
- [ ] **Capital loss carryforwards** — not extracted from Schedule D worksheets. Check and add to prior-years.md.
- [ ] **2023 IRA rollover $87,933** — confirm rollover was properly executed with no taxable portion. (source: prior-years.md)

---

## 2026 Binder Items (as documents arrive)

- [ ] Confirm tax year for each Wells Fargo statement (6 envelopes, tax_year=unknown) — are any interest/dividend statements relevant to 2026?
- [ ] Confirm deductibility of Delta flight receipts (9 envelopes) — business travel or personal?
- [ ] Confirm Anthropic receipt ($21.49) is a deductible business expense

---

## 🔴 PE Transaction — Eide Bailly Recapitalization (TY2026)

> Source: `canonical/equity/transaction-2026/` (Equity Desk). Deal unsigned/preliminary as of 2026-06-02.
> Full CPA workpaper: [documents/eb-pe-transaction-workpaper-TY2026.md](documents/eb-pe-transaction-workpaper-TY2026.md)

### Reporting basis
Hans's personal return is **calendar year**. The EB / Parent Co K-1 covers the partnership fiscal year ending **4/30/2026** and is reported on the **2026 calendar-year personal return** (standard pass-through rule). If the 25%-gross-receipts test fails, Parent Co moves to a calendar year — watch for two K-1s on the same 2026 return (income bunching).

### Tax Desk inbox envelopes (Equity Desk → Tax Desk, Phase 5d — ready to pick up)
- `inbox/tax/equity-k1-fy2026-summary.md` — K-1 stub for TY2026 calendar-year return (pending K-1 arrival at close)
- `inbox/tax/deferred-revenue-year1-2026.md` — Year 1 deferred-revenue line (~$170,952 ESTIMATE; ordinary income; calendar year 2026)

### §83(b) Election — HARD 30-DAY DEADLINE
- [ ] **R-unit grant terms not yet received** (deal unsigned). The moment grant terms issue:
  - Calendar the §83(b) 30-day deadline immediately
  - Obtain EB's §83(b) sample election
  - File with IRS within 30 days; attach copy to 2026 return
  - File copy at `canonical/equity/transaction-2026/documents/83b-election-filed.md`
- Missing this deadline can cause **material ordinary income** on a future R-unit sale.

### Tax Basis & §751 Hot-Asset Allocation
- [ ] Obtain EB's formal outside-basis guidance (estimated ~$201K — see `basis-build.md`)
- [ ] Obtain §751 hot-asset allocation from EB (ordinary vs. capital split — biggest rate driver)
- [ ] Parse FY17–FY25 K-1s to complete the basis build (`canonical/equity/k1/`)

### Estimated Tax / Safe Harbor — 2026
- [ ] Reserve cash for estimated taxes (sale-year gain + deferred-revenue Year 1)
  - Planning range: **~$1.0M–$1.5M** on sale + **~$70K** on Year 1 deferred-revenue recognition
  - Tax can exceed cash received at close (escrow/holdbacks = phantom income)
- [ ] Safe harbor: 110% of 2025 total tax — already in calendar.md ($223,553/yr / $55,888/quarter)
- [ ] Big balance due: **4/15/2027**

### Deferred Revenue (4-Year Tail)
- [ ] Confirm deferred-revenue base with EB at close (anchor: $683,808 net @ 4/30/2025)
- [ ] Year 1 (~$170K ordinary income): include in 2026 estimated-tax plan
- [ ] Years 2–4: add to calendar.md / update each year's binder open-questions
- Full schedule: `canonical/equity/transaction-2026/deferred-revenue.md`

### Multistate / Other
- [ ] Confirm MN nonresident apportionment of gain (possible nonresident MN filing)
- [ ] Confirm fiscal-year 25%-gross-receipts test (failure → two K-1s in one year, income bunching)
- [ ] Confirm Sequoia/Life Insurance Trust separate K-1 expected
- [ ] Confirm equity-partner loan balance netted from cash at close
- [ ] Confirm PTET treatment (cannot elect on the sale; EB continues entity-level PTET on operating income)

# Tax 2026 — Savings Review

*Generated: 2026-06-02 02:46 UTC*

Items to consider or ask your CPA about. Not tax advice — tradeoffs only.

## 2026 Savings Review — Hendershot MFJ

**Binder status note:** The 2026 binder contains only a single $21.49 Anthropic receipt. This is very sparse for a late-May review. The items below are drawn from prior-year patterns and are worth flagging now, but **a full savings review should wait until the binder is materially complete** — W-2s, K-1s, brokerage statements, and LLC/rental documents at minimum.

---

1. **Ask your CPA whether** the 2024 SEP contribution was truly $0 or was missed — it was $42,900 in 2023 and $44,850 in 2025, but absent in 2024, which would have cost roughly ~$12K in federal tax if eligible and omitted.

2. **Ask your CPA whether** the 2024 SE health insurance deduction (~$29K in adjacent years, $0 in 2024) was intentionally omitted or overlooked, and whether an amended 2024 return is still appropriate.

3. **Ask your CPA whether** a Donor-Advised Fund (DAF) makes sense for 2026 — you've given ~$83K/year in cash for three consecutive years; bunching two or more years into a single DAF contribution could front-load the deduction and potentially reduce NIIT exposure in the contribution year.

4. **Consider** verifying that 2026 withholding is on track to meet the safe-harbor threshold of $223,553 (110% of 2025 tax) by the Q2 estimated tax deadline of June 16, 2026 — you've never made estimated payments, and the 2023 return produced a $59K balance due.

5. **Ask your CPA whether** the declining partnership K-1 trend ($838K → $792K → $740K) changes the calculus for 2026 — if income continues to fall, paying actual liability rather than the safe-harbor amount could be favorable, but requires careful projection.

6. **Ask your CPA whether** any of the partnership K-1 income (now from multiple partners with nonpassive losses in 2025) qualifies for the §199A QBI deduction — no deduction has been taken in any of the three years on file, and the reason has not been documented.

7. **Ask your CPA whether** the multi-state footprint has changed for 2026 — Maryland appeared in 2024 but not 2023 or 2025, and with 19–20 states annually, any new nexus (new partnership activity, remote work, property) should be identified before year-end while there's still time to plan.

8. **Consider** confirming that the LLC rental property is represented in the binder — it does not appear in any prior-year structured facts captured here, and depreciation, passive loss, and cost-segregation opportunities are year-end sensitive.