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Taxation of Employee Stock Options

Taxation of Employee Stock Options: A Comprehensive Guide

If you’re looking for a comprehensive guide to understanding the taxation of employee stock options, you’ve come to the right place!

Employee stock options can be a fantastic benefit for employees looking to gain financial security and build wealth over the long term. But it’s important to understand how these investments are taxed so you don’t have an unpleasant surprise at tax time.

In this article, I’ll provide an overview of the taxation of employee stock options and help you make sense of the complexities. We’ll start with the basics and walk through some real-world examples so you can see how taxes work in practice. By the end, you should feel comfortable and knowledgeable about your employee stock options and how they are taxed. Let’s get started!

Overview of Employee Stock Options

Employee stock options are great for companies to offer additional compensation without increasing overhead costs. But, as with all forms of compensation, they come with certain taxation considerations you should be aware of before taking them on.

In this guide, we’ll go over the basics of taxation regarding employee stock options, providing an overview of the different types of options and how they’re taxed. We’ll also cover other important topics like vesting schedules, capital gains taxes, and alternative tax treatments.

By the end of this guide, you’ll better understand how your stock options can be taxed and how to make informed decisions regarding managing your taxes.

Taxation of Stock Options for Employees

Regarding the taxation of employee stock options, there are two types to be aware of Non-Qualified Stock Options (NSOs) and Incentive Stock Options (ISOs). With NSOs, you’ll pay taxes when you exercise your option.

This means you’ll owe taxes on the difference between the price you paid for the stock and the fair market value at that time. On ISOs, you don’t owe any taxes when exercising—but you do have to wait for a certain period before selling them to qualify for favorable tax treatment.

When it comes time to sell, NSOs and ISOs will be subject to capital gains taxes. The amount varies depending on how long you held the options before selling—if you’ve held them for less than a year, they’re considered short-term capital gains and taxed at a higher rate; if more than one year, they’re considered long-term gains and taxed at a lower rate. You may also have an alternative minimum tax obligation due when selling your options.

It’s important to remember that stock options taxation can vary from one jurisdiction to another. Therefore, it’s best to speak with an attorney or accountant who can advise on your situation to ensure you pay the lowest taxes possible.

Impact of Taxation on Employers

Another thing you might not know is how the taxation of employee stock options affects employers. First, remember that the employer is responsible for withholding any taxes incurred on the employee’s stock sale. This can add to their administrative burden and increase their costs.

Furthermore, the administrative burden of filing taxes can be significant for companies with large workforces and many employees with stock options. The issue may also become more complex in cases where the company has employees from multiple countries who must be taxed accordingly.

Finally, there is the potential for double taxation if employees and employers are required to pay taxes. This could lead to increased costs and create a drag on earnings.

As such, employers must understand how taxation of employee stock options works to minimize potential costs or administrative burdens.

Different Types of Stock Option Plans & Their Implications

Not all employee stock options are created equal. A few different types of stock option plans can have tax implications. Here’s what you need to know:

Incentive Stock Options (ISOs)

Incentive stock options (otherwise known as ISOs) are employee stock options typically granted to employees, officers, directors, and other key personnel by their company to incentivize them to help build shareholder value. They give the holders the right to purchase company stock at a set price, which can be lower than the market price at the grant or exercise date.

What is the advantage of an ISO? They allow for potentially favorable tax treatment as long as certain criteria is met. This includes using them for capital gains tax rates instead of ordinary income rates when the stocks are sold—which could save you money in the long run.

Non-Qualified Stock Options (NSOs)

Non-Qualified Stock Options (or NSOs) are typically used to incent employees that are not officers or directors in their company, and they come with different tax implications than ISOs. With an NSO, you do qualify for a capital gains rate when you sell your shares, but you will be taxed on any gain when they vest instead of being able to defer until they’re sold—meaning you’ll need to pay taxes on any gain before it’s realized when your stocks vest. Also, sometimes exercising an NSO may subject you to alternative minimum tax (AMT).

You must understand the plan your employer has established for its employee.

Exercising Stock Options and Taxes

When it comes to exercising stock options, there are a few things you should know about taxes. First, it’s important to understand that the gains you make when exercising your stock options are taxed as ordinary income during exercise. That means you’ll be liable for income taxes on the difference between the price you paid for the option and the stock’s market value at the time of exercise.

In addition, if you hold the shares for more than a year before selling them, any gain from selling them will be considered a capital gain and taxed at a lower rate than ordinary income tax. However, if you sell it before one year has passed, then your gain will be considered short-term capital gains, which are taxed as normal income—at potentially higher rates than long-term capital gains.

It’s also worth noting that some employees may be eligible for special tax treatment under Section 83(b) of the US Tax Code when they receive their stock options. This allows them to pay taxes on their options when they receive them instead of when they exercise them; this is effectively an election to pay taxes sooner rather than later—but if done right, it can save employees money in taxes in the long run.

Finally, different jurisdictions have different taxation requirements regarding employee stock options, so it’s important to speak with an accountant or financial advisor who can explain exactly how these regulations apply to your situation.

Strategies to Minimize Tax Burden

Taxes can be a major burden if you receive employee stock options. But some strategies can help you minimize that burden.

Spread Out Exercising Options

One of the most common strategies for minimizing tax burden when exercising stock options is spreading your exercises over multiple years. By doing this, you can spread out the gains from the stock options, resulting in lower taxes in any given year.

Use Qualified or Incentive Stock Options When Possible

Another way to reduce taxes when exercising your stock options is to use a qualified or incentive stock option instead of a non-qualified one. This can result in lower taxes since the gains on qualified and incentive stock options are taxed as capital gains, whereas non-qualified options are taxed as ordinary income.

Investigate Tax Credits and Deductions

Finally, it’s worth examining whether tax credits or deductions are available to help reduce your overall tax burden when exercising employee stock options. Depending on your situation, there may be credits or deductions available that could make a big difference in how much you have to pay in taxes each year.

Filing Taxes

When filing taxes, you want to ensure you do it correctly for employee stock options. You must keep track of the cost basis (the price you paid for the option) and how much the stock has appreciated since then, as this will determine your taxes.

Here is a basic overview of what you need to do when filing taxes:

  1. In the year that you exercise an option, report the income on a Form W-2 or 1099 from your employer. This is taxable income and needs to be included in your gross income.
  2. Calculate capital gains and losses when you sell shares acquired from the exercise of a non-qualified stock option. Because of this, keeping records of the proceeds received and the cost basis when filing taxes each year is essential.
  3. If incentive stock options are exercised, report any difference between the market price on the exercise date and the grant price on Form 1040 after exercising an ISO but before selling shares acquired by exercising those options. Any gain is taxable at ordinary income rates or as a long-term capital gain, depending on when shares are sold.
  4. Report gains or losses on the sale of restricted stock units (RSUs) in your tax return as capital gains or losses

By following these guidelines and properly reporting your income from employee stock options, you can avoid potential problems with taxation down the line.

Alternative Ways to Reward Employees

You can also reward employees with stock options in other ways. For example, instead of giving a cash bonus to an employee, you can give them the option to buy company stock at a predetermined price. This is known as incentive stock options (ISOs), allowing the employee to buy shares at an agreed-upon price lower than the current market price.

ISOs offer several tax benefits compared to cash bonuses, including:

  • The employee is not taxed on any potential gains from the stock until they sell it.
  • If they wait more than a year after exercising their ISO, they will be eligible for long-term capital gains treatment when they sell their shares.
  • The company does not have to pay payroll taxes on wages or withhold taxes on ISOs.

However, there are some drawbacks involved with using ISOs as a reward system:

  • Since the employee is not taxed until they sell their shares, any losses incurred cannot be used as tax deductions until that point either.
  • The company must set up an elaborate paperwork process and will need to keep track of all employees who receive ISOs to obtain accurate reporting for IRS purposes.

All in all, offering employees ISOs as a reward for outstanding performance can be a great way for employers to motivate more productivity from their teams—but it’s important to weigh all of the pros and cons before making any decisions.

Incentive Stock Option

Incentive stock options (ISOs) are a type of employee stock option with specific tax benefits and requirements. You may be familiar with stock options, but here’s a brief overview if you’re beginning to learn about ISOs.

When you hold an ISO, you are not taxed when the option is granted or exercised. Instead, there are some circumstances under which you will be taxed when the ISO is sold. These criteria include the length of time that you have held the option and the number of profits from the sale compared to your original purchase price.

The amount of ISOs’ taxable income depends on “qualifying disposition” or “disqualifying disposition.” A qualifying disposition occurs when an employee exercises their ISOs and then sells them more than two years after they have been granted and more than one year after they have been exercised. In this case, any capital gains from the sale are treated as long-term capital gains instead of ordinary income with a lower tax rate applied.

On the other hand, a disqualifying disposition happens when someone sells their ISO within two years after they have been granted or within one year after they were exercised. In this case, any gains are taxed as ordinary income with a higher rate applied.

So remember—when it comes to the taxation of ISOs, whether a qualifying or disqualifying disposition determines how much taxable income there will be.

Non-Qualified Stock Options

If the stock options you’ve been offered are non-qualified, you’ll pay tax on the difference between the amount you paid for the stock and its market value when you exercise the options. This is known as the “bargain element” and is subject to wage withholding, meaning taxes are deducted from your paycheck when you exercise non-qualified stock options.

The bargain element is also reported to the IRS on Form W-2 and taxed as ordinary income. In addition, if you exercise incentive stock options or ISOs, any gain will be subject to income taxes and an Alternative Minimum Tax (AMT) in certain circumstances.

Typically, if you hold non-qualified stock options until they expire and don’t sell them afterward, then no taxes are due. However, it’s important to note that this doesn’t apply to ISOs—instead, you must pay capital gains tax for any gains made from selling those types of stocks during or after expiration.

How are Stock Options Taxed?

Stock options are a popular way for companies to reward their employees with company stock. Two main types of employee stock purchase plans exist: statutory and nonstatutory options. With statutory stock options, employees can purchase stock at a discount without being subject to ordinary income tax. On the other hand, Nonstatutory stock options allow employees to purchase company stock at a discount, but the discount is subject to ordinary income tax.

When you receive a stock option, it is not taxed upon receipt, but the tax consequences will depend on what you do with the option. If you buy stock through an employee stock purchase plan, you must report the value of the stock on the date you bought it for tax purposes. If you sell the stock, you will be subject to ordinary income tax on the difference between your tax basis (the price of the stock when you bought it) and the price you sell it for.

Long-Term Capital Gains

If you held the stock for more than a year before selling it, you might be eligible for long-term capital gains tax, a lower tax rate than ordinary income tax. However, if you sell the stock before the required holding period, you will be subject to ordinary income tax on the entire taxable gain.

Regarding tax season, it’s important to file your tax return correctly and report any stock received through an employee stock purchase plan or stock option. If you receive nonqualified stock options, you will pay ordinary income tax on the difference between the exercise price and the stock’s fair market value (FMV) at the exercise time. If you receive statutory stock options, the difference between the exercise price and the FMV of the stock at the time of exercise is not taxable as ordinary income.

Tax experts recommend seeking tax advice before exercising stock options, as the tax calculation can be complicated. Employers may also withhold income taxes when you exercise options, affecting your income tax rates. Overall, stock options give employees the right to buy or sell a stock at a certain price, and how they are treated for tax purposes depends on the type of option and the time you receive it.


Navigating the taxation of employee stock options can be confusing, and you probably have some questions. Here are the answers to some of the most common ones.

How Are Employee Stock Options Taxed?

Employee stock options are taxed as ordinary income, meaning that you pay tax on the difference between the exercise price (the price you paid for the shares) and their current market value at the time of exercise. This makes employee stock options slightly different from other investments like stocks and mutual funds, which are taxed by capital gains rates.

When Are Taxes Due on Employee Stock Options?

Taxes on employee stock options are usually due when you exercise your option to buy shares. If you decide to hold onto the shares instead, taxes may be due when you sell them, depending on whether they’re now classified as ordinary income or capital gains. Note that different countries even have varying taxation schemes for employee stock options – be sure to check with your local tax authority if you’re unsure.

Learn how to do a cashless stock option exercise here.

Do I Need to Pay Tax Twice?

That depends on how long after exercising your option you sell your shares. If you wait more than a year after exercising, any profits made will be classified as long-term capital gains and taxed at a lower rate than ordinary income – in other words, potentially no tax twice! However, shorter-term profits (less than one year) may be taxed twice: once at ordinary income rates when exercising and then again when selling at a short-term capital gains rate. Be sure to consult a tax advisor if needed.


Understanding your stock options and their associated taxes can be complicated and intimidating. While navigating tax regulations can be confusing, understanding them is crucial to ensure you take advantage of your stock options most effectively.

Most employee stock option plans offer a great opportunity to benefit from their company’s success and have a stake in its future. By familiarizing yourself with the different types of stock options, analyzing the taxes associated with each, and developing a framework for your specific situation, you can maximize your potential gain from your employee stock option plan.