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How Stock Options Are Taxed and Reported

Understanding how stock options are taxed is crucial for making informed financial decisions, particularly when navigating complex compensation packages that include Incentive Stock Options (ISOs) or Non-Qualified Stock Options (NSOs). Whether you're planning to exercise options soon or preparing for tax season, knowing when and how taxes apply can help you avoid unexpected liabilities and maximize your after-tax income.

In this guide, we break down how different types of stock options are taxed, what forms to expect, and strategic planning tips to help you stay ahead.

What Are Stock Options?

Stock options are a form of equity compensation that give employees the right to buy a specific number of company shares at a predetermined price (the strike price) within a set timeframe. Startups and tech companies commonly offer them to attract and retain talent.

What Are Incentive Stock Options (ISOs)?

Incentive Stock Options (ISOs) are a type of stock option reserved for employees, offering favorable tax treatment under specific conditions. If held for at least one year after exercise and two years after the grant date, the profit is taxed as long-term capital gains, not ordinary income. However, exercising ISOs can trigger the Alternative Minimum Tax (AMT).

What Are Non-Qualified Stock Options (NSOs)?

Non-qualified stock options (NSOs) are more widely used and can be granted to employees, directors, contractors, and other individuals. NSOs do not receive the same tax advantages as ISOs. When exercised, the difference between the market price and the strike price is taxed as ordinary income.

How Are Stock Options Taxed?

Taxation occurs primarily at two points: when you exercise the options and when you sell the stock.

How ISOs Are Taxed

ISOs are not taxed at the time of grant or exercise under regular income tax rules. However, the spread between the market price and the strike price at exercise is considered income for AMT purposes. If you meet the holding period requirements, profits from the sale are taxed as long-term capital gains.

How NSOs Are Taxed

When you exercise NSOs, the spread between the strike price and the fair market value is taxed as ordinary income and is subject to payroll taxes. Upon selling the shares, any additional gain is taxed as capital gains.

What Happens When You Exercise Stock Options?

Exercising options means purchasing shares at the strike price. For NSOs, this event creates taxable income. For ISOs, there is no regular income tax, but AMT may apply. Accurate record-keeping is crucial for determining your cost basis and potential tax liability later.

What Happens When You Sell Stock Options?

Selling triggers capital gains tax. For ISOs, selling before meeting holding requirements results in a disqualifying disposition and subjects the gain to ordinary income tax. Selling NSO shares after exercise results in capital gains or losses depending on market movement.

Capital Gains Tax vs. Ordinary Income Tax

Capital gains tax rates are generally lower than ordinary income tax rates and depend on how long you've held the asset. Here’s how they compare when dealing with stock options.

Capital Gains Tax for Stock Options

If you hold your stock options beyond the minimum required periods, more than one year after exercise and at least two years after the grant date for Incentive Stock Options (ISOs), your profit qualifies as long-term capital gains. This favorable tax treatment can significantly reduce your tax liability compared to ordinary income rates.

The current long-term capital gains tax rates range from 0% to 20%, depending on your total taxable income and filing status. In some cases, a 3.8% Net Investment Income Tax (NIIT) may also apply if your income exceeds certain thresholds.

Here's how it typically works:

  • You exercise ISOs at $10/share and hold them for 18 months.

  • You sell them at $30/share, two years after the grant date.

  • The $20/share gain is taxed at the long-term capital gains rate, not your higher ordinary income rate.

This can result in substantial tax savings if you're in a higher income bracket. It’s essential to keep detailed records of your grant, exercise, and sale dates to ensure you meet the IRS's holding requirements.

Ordinary Income Tax for Stock Options

Short-term gains and income from exercising NSOs are taxed at your regular income tax rate, which could be as high as 37% depending on your income bracket. Depending on the state you live in, there may be additional taxes you may be required to pay. For federal taxes, you can view income tax brackets through their website.

How Reporting Works

Stock options are reported using several forms. Below are the most common reporting formats that you’ll encounter:

  • Form W-2: Reports income from NSO exercises.

  • Form 3921: Issued when ISOs are exercised.

  • Form 1099-B: Used when selling shares.

  • Schedule D and Form 8949: Report capital gains or losses from sales.

Ensure all information aligns with your brokerage statements and payroll records to avoid IRS issues.
How To Plan for Stock Option Taxes

Effective planning can reduce your tax burden. To best prepare for taxes, we recommend the following:

  • Model your AMT exposure if you have ISOs.

  • Stagger exercises over multiple years.

  • Consider the 83(b) election for early-stage grants.

  • Diversify your portfolio to minimize overexposure to a single company stock.

  • Work with a CPA to develop a tax strategy based on your financial goals and timeline.

Let Eshel, Aminov & Partners LLP Help You Prepare For Tax Season

Navigating the complexities of stock option taxation can be challenging, especially with the added pressure of tax season. At Eshel, Aminov & Partners LLP, our experienced CPAs specialize in various taxation fields, including equity compensation and high-net-worth tax strategies. Whether you're managing ISOs, NSOs, or planning around stock option exposure, we tailor solutions to help you reduce liabilities and avoid costly mistakes.

Schedule a consultation today to build a proactive tax plan aligned with your financial goals and employment benefits.

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