FOUNDERS FIRST ADVISORY JUNE 2026 · CONFIDENTIAL
A TAX-MITIGATION PRODUCT

Convert tax liability
into owned energy assets.

An IRC §48E + §168(k) opportunity for accredited buyers.
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY · RULE 506(c) 01 / 13
02 THE TAKEAWAY BoA × FOUNDERS FIRST ADVISORY
$0.34
of after-tax cost per $1.00 of qualifying §48E battery asset owned.
66¢ preserved per $1 · 100% bonus depreciation · 30% base ITC
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY 02 / 13
03 THE PROBLEMBoA × FOUNDERS FIRST ADVISORY

The HNW tax problem in 2026 is a timing problem, not a rate problem.

01

The rate is what you signed up for.

At $750K+ AGI you live at the 37% federal bracket. In California you cross 50.3% combined. The brackets do not bend — and bonus and AMT add friction on top.

02

The window is what hurts.

A four-month exit. An RSU vest. A bonus year. A K-1 windfall. Income arrives, and the calendar gives you weeks — not quarters — to deploy mitigation before tax-year close.

03

The clean options are narrowing.

Syndicated conservation easements are listed transactions. Oil-and-gas drilling is volatile. §1031 needs replacement property in 45 days. Code-clean, defensible alternatives are rare and getting rarer.

CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY03 / 13
04 WHY NOWBoA × FOUNDERS FIRST ADVISORY

Three legislative changes converged in 11 months. None existed in this form 18 months ago.

JAN 1, 2025

§48E tech-neutral ITC takes effect.

Energy storage — including standalone batteries — now qualifies for the Clean Electricity Investment Tax Credit. 6% base; 30% with PWA; +10% domestic content; +10% energy community.

JUL 4, 2025

OBBBA restores 100% bonus depreciation.

The One Big Beautiful Bill Act restored §168(k) to 100% first-year bonus depreciation for qualified property acquired and placed in service after January 19, 2025.

FY 2026

Credit transferability is operational.

§6418 transferability rules are in production. Buyers without sufficient current-year liability can transfer credits to unrelated parties for cash, typically at 92–95¢ on the dollar.

CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY04 / 13
05 THE MECHANISMBoA × FOUNDERS FIRST ADVISORY

How $1.00 of asset purchase becomes $0.34 of after-tax cost — in one diagram.

STEP 1

Purchase

$1,000,000
qualifying §48E battery asset, placed in service
STEP 2

§48E ITC

$300,000
30% × $1M, PWA-compliant
STEP 3

§168(k) bonus depreciation

$357,000
100% × $850K basis × 42% blended rate
NET

After-tax cost

$343,000
You own the $1M asset. Year-0 benefit: $657K.

§50(c)(3) basis reduction: depreciable basis = $1M − (50% × $300K ITC) = $850K. Then §168(k) 100% bonus = $850K Year-1 deduction. At 37% federal + 5% state blended = $357K tax savings on the deduction. Combined with the $300K credit = $657K Year-0 benefit per $1M deployed.

CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY05 / 13
06 THE MATH · YEAR 0BoA × FOUNDERS FIRST ADVISORY

On a $1,000,000 asset, Year-0 tax benefit is $657,000.

Assumption / CalculationAmount
Asset purchase$1,000,000
§48E ITC rate (with PWA)30%
ITC dollar amount$300,000
§50(c)(3) basis reduction (50% × ITC)($150,000)
Depreciable basis$850,000
§168(k) 100% bonus deduction$850,000
Blended marginal rate (37% fed + 5% st)42%
Deduction value (basis × blended rate)$357,000
Year-0 tax benefit (ITC + deduction)$657,000
Net after-tax cost of asset$343,000
Year-0 Benefit
$657K
per $1M of asset

Of Every $1
65.7¢
preserved as tax
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY06 / 13
07 THE TIMELINEBoA × FOUNDERS FIRST ADVISORY

§39: 1-year carryback + 20-year carryforward = full credit utilization for nearly any HNW buyer.

Reading the chart: Illustrative buyer with $400K Year-0 liability deploys a $1M asset (ITC $300K + deduction value $357K). Year-0 liability drops from $400K to $100K — full credit absorbed. The $850K depreciation deduction creates an NOL that carries forward under §172 (post-TCJA, generally unlimited for non-corporate); it offsets roughly $105K of Years +1 through +5 in this illustration. If credit alone exceeded Year-0 liability, §39 permits a 1-year carryback to Year −1 and 20-year carryforward thereafter.
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY07 / 13
08 THE REGULATORY FRAMEBoA × FOUNDERS FIRST ADVISORY

Five IRC sections govern this product. All are current law. All are clean.

Code SectionNameWhat It Does
IRC §48EClean Electricity Investment Tax CreditTech-neutral ITC for qualifying energy property — including standalone storage — placed in service after 12/31/2024. Base 6%; up to 30% with PWA; +10% domestic content, +10% energy community.
IRC §168(k)Bonus DepreciationRestored to 100% by OBBBA (signed 7/4/2025) for qualified property acquired and placed in service after 1/19/2025.
IRC §50(c)(3)Depreciable Basis ReductionDepreciable basis of property qualifying for an energy credit must be reduced by 50% of the credit claimed.
IRC §39General Business Credit Carry1-year carryback, 20-year carryforward of unused general business credits — including the §48E ITC.
IRC §6418Tax-Credit TransferabilityPermits one-time sale of qualifying energy credits to unrelated parties for cash. Secondary-market pricing typically 92–95¢/$1.
OFFERING FRAMEWORK Reg D 506(c) · Accredited only (Rule 501(a)) · Not a listed or reportable transaction · State notice filings as required
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY08 / 13
09 SCOPEBoA × FOUNDERS FIRST ADVISORY

What this is — and explicitly is not.

IS
This product
  • A tax-advantaged purchase of qualifying §48E battery energy storage property.
  • An asset you own, with operating-revenue potential separate from the tax benefit.
  • Backed by Reg D 506(c) documentation, USPAP appraisal, and independent tax counsel.
  • Suitable for HNW buyers with current-year liability and §469 passive-income capacity (or material participation).
IS NOT
Explicit exclusions
  • A securities investment for capital appreciation or equity upside.
  • A syndicated conservation easement, listed transaction, or other reportable shelter.
  • A §1031 exchange, oil-and-gas working interest, or Qualified Opportunity Zone investment.
  • Suitable for W-2-only buyers without passive income, or for buyers unwilling to engage independent counsel.
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY09 / 13
10 RISKSBoA × FOUNDERS FIRST ADVISORY

Six named risks. Six named mitigations. No shelter is risk-free — this product is structured to be defensible, not unconditional.

#RiskMitigation
1IRS audit risk on §48E claimCost-segregation study and independent tax opinion delivered at acquisition. Documentation packet retained.
2§50(a) recapture if asset disposed in <5 yearsFive-year hold built into the structure. Recapture schedule disclosed in subscription documents.
3IlliquidityAsset is non-traded private property. Optional secondary path: §6418 credit transfer (~92–95¢/$1) or operating-revenue sale of the asset.
4Valuation riskUSPAP-compliant appraisal by named MAI or ASA appraiser. Comparable-transaction support delivered with PPM.
5Regulatory changeOBBBA (2025) and §48E (2025) are both current law. Adverse change requires Congressional action and would not retroactively void credits already claimed.
6§469 passive-activity capPre-qualifying screen confirms buyer has passive income or material participation. Unusable credit suspends — does not expire — under §469.
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY10 / 13
11 DOES THIS FIT YOU?BoA × FOUNDERS FIRST ADVISORY

Five qualifying conditions. Pass all five, or this isn't for you.

1
Accredited under SEC Rule 501(a)
$200K+ annual income ($300K joint), OR $1M+ net worth excluding primary residence, OR holds a qualifying professional certification (Series 7, 65, 82).
2
Current-year federal tax liability ≥ $200K
Year-0 ITC absorption depends on liability above the credit amount. Smaller liability means longer carryback / carryforward use.
3
Passive income OR material participation in the asset
§469 caps passive credits at passive income. W-2-only buyers without passive income may not be fit; material participation is one path through.
4
Holding period of at least 5 years
§50(a) imposes recapture on disposition inside the 5-year window. Buyers needing earlier liquidity should look elsewhere.
5
Engaged tax counsel of your own
This document is not advice. Your CPA or tax attorney reviews the structure before you commit to an allocation.
PASS ALL FIVE? The next step is a 30-minute qualification call. We will not waste it confirming things you already know.
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY11 / 13
12 THE PARTNERSHIPFOUNDERS FIRST ADVISORY

You bring the buyers. Founders First brings the deal mechanics.

FOUNDERS FIRST ADVISORY

Sourcing · Structuring · Tax mechanics
  • §48E qualifying battery-asset sourcing
  • Structuring across §168(k), §50(c), §39, §6418
  • Deal documentation: PPM, subscription, security
  • Tax-credit transferability rails via §6418
  • Founder: Corbin Cowan · foundersfirst.io
Joint offering. Co-equal credibility. One product, two organizations behind it.
CONFIDENTIAL · NOT AN OFFER OF SECURITIES · ACCREDITED BUYERS ONLY12 / 13
13 RESERVE YOUR ALLOCATIONBoA × FOUNDERS FIRST ADVISORY

Reserve your allocation.

Specific. Time-bound. Limited by inventory and tax-year deadlines.
$0.34
After-tax cost per $1 of asset owned
$657K
Year-0 tax benefit per $1M deployed
100%
Bonus depreciation under OBBBA
30%
Base §48E ITC with PWA (path to 50% with adders)
NEXT STEP A 30-minute qualification call. Minimum allocation $250,000. Tax-year deadlines apply.
Corbin Cowan · corbin@foundersfirst.io
An offering from Founders First Advisory. Members of either organization may have material interests in the offering. Not an offer to sell securities. Available only to verified accredited investors under SEC Rule 501(a). Not tax advice — consult your CPA or tax attorney.