NQSOs
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.
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NQSOs - Taxes

NQSOs › Taxes

Articles

Stock Option Fundamentals (Part 4): NQSO Taxation This is premium content

Video included! Understand how and when different taxes apply to NQSOs. You need to consider taxes at exercise and at sale to put together a strategy that maximizes the value of your options.

Stock Option Fundamentals (Part 3): Income Taxes And Withholding This is premium content

Here's some advice for financial fitness: take stock of taxes before you exercise! When and how you exercise your stock options can have a major impact on how much tax and which taxes you'll pay.

VIDEO! Employee Stock Options: NQSO Taxation

To make the most of nonqualified stock options (NQSOs), you must understand their taxation. Learn the tax basics of NQSOs in this video, which features clear and concise explanations by the editor-in-chief of myStockOptions.com. Running time: 2:58.
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Taxable And Nontaxable Income: IRS Publication 525

Internal Revenue Service
This IRS publication explains the tax treatment of many kinds of income, including that from NQSOs, ISOs, and restricted stock/RSUs.

FAQs

Video included! How are nonqualified stock options taxed?

You pay taxes when you exercise nonqualified stock options (NQSOs). The taxable income that you recognize is...

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

Capital gains tax applies on the amount of your gains above...

Will the amount of tax withheld at NQSO exercise cover the amount of tax that I am required to pay when I file my tax return? This is premium content

IRS rules do not allow you to specify your tax-withholding rate. Instead, employers usually...
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What is IRS Form W-4 and how does it apply to withholding from stock compensation?

IRS Form W-4 determines how much federal withholding tax will be deducted from your paycheck, at least from your salary. You want to submit a new Form W-4 to adjust your withholding whenever your personal or financial situation changes. In 2020, the IRS introduced a revised Form W-4 that...

Form 8949 and Sch. D diagrams How are capital gains taxed and reported when I sell my NQSO shares? This is premium content

To compute the appreciation since exercise, you take the sales price after commissions and subtract...

What are capital gain and capital loss? What are the tax rates on capital gains?

Capital gain is income that arises from the sale of a capital asset. Gain from the sale of securities held for investment, such as shares acquired from stock compensation...

UPDATES! Is the spread at exercise of a nonqualified stock option subject to Social Security and Medicare taxes?

Yes. The spread at exercise of an NQSO is considered wages for the purposes of...

Too much Social Security tax was withheld. How do I recover the excess amount? This is premium content

When too much Social Security tax is withheld above the Social Security wage base during a calendar year, your recovery approach depends on whether...

Is the exercise spread of NQSOs subject to federal unemployment taxes?

There is a federal tax (called FUTA) to help fund unemployment benefits. FUTA is imposed on...

Is the spread at exercise of a nonqualified stock option subject to state and local taxes? This is premium content

Many states, along with some counties and cities, impose...

Can I deduct the state tax that was withheld from my NQSO exercise? This is premium content

Generally, state and local income taxes are an itemized deduction on your...

What are the federal tax-withholding rates on stock compensation? Can my company use a different rate? This is premium content

Supplemental income, such as stock compensation, is subject to one of two flat rates that are linked to rates in the income tax brackets. When the income tax rates change, as they did with the...

When does my holding period for capital gains begin? At exercise or vesting?

The holding period to determine whether a capital gain is long-term or short-term starts on the...

How is capital gain calculated?

The amount of your capital gain is the difference between your sales price and your tax basis in the stock. However, with stock from equity compensation, your tax basis can be harder to determine. It is...

How does my employer calculate the amount of withholding due at the exercise of a nonqualified stock option? This is premium content

When you sell the stock at exercise, companies usually calculate the taxable spread with your...

How do I pay any required tax withholding when I exercise an NQSO? This is premium content

If you do a cash exercise, your employer will require you to make arrangements to pay additional cash to the company to cover the withholding obligation. If...

How soon after an NQSO exercise must the withholding taxes be paid to the IRS? Is the timing different for a cashless exercise? This is premium content

The IRS has set deposit rules companies must follow. With a cashless exercise, the broker essentially sells the shares that underlie the options at the time of exercise. The broker sends the company cash from the sale of your shares that is equal to the amount required for tax...

When does my holding period for the special tax rate on dividends begin? At exercise or vesting? This is premium content

The holding period to determine whether a dividend is qualified and thus taxed at a lower rate starts on...

I'm no longer an employee, so why is there withholding on my NQSO or SARs exercise? This is premium content

Former employees' transactions, regardless of the reason for termination, follow the same withholding and reporting requirements that apply to...

If I leave my company to become a consultant, retire, or take another job, will taxes be withheld from my equity grants as they were when I was an employee? What if I live in another state when I receive the income? This is premium content

Most companies base withholding on your employment status at the time of grant. If you work elsewhere or are retired at exercise or vesting, then...

Do NQSO tax withholding and reporting differ if I am an independent contractor, consultant, or outside director rather than an employee? This is premium content

Yes. While the tax treatment of NQSOs is the same for everyone, the reporting and withholding are different for employees and nonemployees...

For NQSOs or SARs exercised on the last business day of 2022, or for restricted stock that vests on that day, is the income taxable in 2022 or 2023?

The income will be included in tax year 2022, even if you recognize it on the last business day of the year. However, you should confirm...

Can I rescind a stock option exercise and reverse the tax impact? This is premium content

Only in very limited circumstances, and your company needs to allow the rescission. The company would...
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