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Annotated diagram of Schedule DTax errors can be costly! Don't draw unwanted attention from the IRS. Our Tax Center explains and illustrates the tax rules for sales of company stock, W-2s, withholding, estimated taxes, AMT, and more.

NQSOs: Taxes

When I hold NQSO shares after exercise, what tax applies when I later sell the stock?

You are taxed on your capital gains, as with any stock you purchase. Capital gains tax applies on the amount of your gains above your tax basis after exercise. Long-term capital gains rates apply when you hold the stock more than one year after exercise.

Example: Your exercise price is $12, the market price (used to calculate the spread at exercise) is $18, and you sell the stock when the price is $26. You have $6 per share ($18 - $12) of ordinary income at exercise and $8 ($26 - $18) of capital gains at sale. The capital gains are taxed at 15% or 20%, depending on your income.

On your tax return, you report capital gains with Form 8949 and Schedule D of IRS Form 1040. For details, including annotated examples for sales of NQSO stock, see the Tax Center.

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