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Understanding Tax Implications of Stock Options and RSUs

How stock options (ISOs and NSOs) and RSUs are taxed. Covers exercise strategies, holding periods, AMT considerations, and tax-efficient selling approaches.

By Taxation.ai Team | | Updated February 14, 2025

Types of Equity Compensation

Incentive Stock Options (ISOs)

  • No tax at grant or exercise (for regular tax purposes)
  • Exercise may trigger Alternative Minimum Tax (AMT)
  • If held for 1+ year after exercise AND 2+ years after grant, gain is taxed as long-term capital gains
  • Disqualifying disposition results in ordinary income treatment
  • Non-Qualified Stock Options (NSOs)

  • No tax at grant
  • At exercise: spread between exercise price and fair market value is taxed as ordinary income
  • Subsequent gain/loss is capital gain/loss based on holding period
  • Restricted Stock Units (RSUs)

  • No tax at grant
  • At vesting: full fair market value is taxed as ordinary income
  • Company typically withholds shares to cover taxes (sell-to-cover)
  • Subsequent gain/loss from vesting price is capital gain/loss
  • Tax-Efficient Strategies

  • Exercise ISOs early when the spread is small to minimize AMT impact
  • Hold ISOs for qualifying disposition to get long-term capital gains treatment
  • Sell RSUs immediately if you want to diversify (no tax disadvantage since you are taxed at vesting anyway)
  • Use 83(b) elections for restricted stock to be taxed on grant date value
  • Spread exercises across years to manage tax bracket impact
  • Offset gains with losses from other investments
  • Taxation.ai handles the complexity of equity compensation taxation, including AMT calculations and optimal exercise timing recommendations.

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