How Do Employee Stock Options Work?
We explain the differences between ISO and NSO options, how they are taxed, and how to make the most of them.
Employee stock options are a common form of equity compensation, especially among startups and tech companies. Although the benefits of stock options are not as immediate as cash in your hand, stock options have the potential to pay off big, especially if you join a company early enough and it takes off.
To understand the ins and outs of employee stock options, let's go over the basics.
Stock options aren't shares of actual stock. An employee stock option is a contract that gives employees the right to buy a specific number of shares of company stock at a specified price called the strike price, within a particular time frame known as the exercise window. Although some of the rules that regulate stock options are imposed by tax and securities laws, others are at the company's discretion.
To take full advantage of your stock option offering, you should familiarize yourself with your equity grant agreement before making any decisions or taking any action with your stock options. The grant document is how your company will award equity compensation, and it will spell out the details of your equity plan, including:
Consider this scenario: Let's say you got a job at a new startup, and you are granted 10,000 stock options, vesting over four years. Your exercise (or strike) price is $10 per share. Under the time-based vesting schedule, 25% of your options vest per year over the four years (2,500 options per year). If you remain employed by the company for all four years, you will be able to exercise all of your stock options.
Remember that the option contract gives you the right to buy the shares at the exercise price of $10. Options are valuable only if the stock price increases above your strike price: for example, if the stock price had risen to $15 but you had the option to buy them for $10 each. If the stock price decreases, it's best not to exercise the options and let them expire.
There are two main types of stock options that companies award to their employees: incentive stock options, or ISOs, and nonqualified stock options, or NSOs. The most significant difference between the two is in the tax treatment.
NSOs are also called nonstatutory stock options. When you exercise NSOs, the spread or difference between your strike price and the company's market price is taxed at ordinary income tax rates. The spread is known as the discount or bargain element, and the IRS considers it compensation. For instance, as in the example above, your stock options have a strike price of $10 per share. You exercise them when the price is $15 per share. You have a $5 discount ($15-$10) and thus $5 per share in ordinary income.
Generally, when you exercise NSOs, your employer will withhold taxes: federal and state income tax, Social Security, and Medicare. In order to pay the taxes associated with the exercise, employees may receive fewer shares. When you sell the shares, whether immediately or after holding onto them, the proceeds will be taxed according to capital gains rules.
ISOs, on the other hand, qualify for special tax treatment. Unlike NSOs, ISOs are not taxable when exercised. Moreover, if held for more than two years from the grant date and one year from the date of exercise, ISOs qualify for the favorable long-term capital gains tax rates. This benefit makes a significant difference as long-term capital gains are taxed at favorable rates (0%-20%) compared with ordinary income, which can be taxed up to 37%.
There is another type of tax you should know about if you exercise ISOs: the Alternative Minimum Tax. AMT runs parallel to the regular tax system, and taxpayers calculate both types of tax when figuring out how much tax they will ultimately owe. Whichever calculation yields the higher tax liability will determine the taxes owed. The alternative minimum tax is designed to help ensure that high earners pay at least a minimum amount of federal income tax. (Without getting into the weeds of the AMT calculation, certain credits and deductions awarded under the regular tax calculation are added back to your AMT liability.)
Although ISOs' bargain element is not recognized as taxable income at exercise, it is recognized as taxable income under the AMT calculation. Even though you must report the ISO bargain element as AMT income, it's possible you may not end up paying AMT in the year of exercise. There are key factors determining whether or not you will pay AMT, such as the number of ISOs exercised and the total bargain element. Considering this, it may be worth it to calculate the number of ISOs exercisable without triggering the higher AMT liability.
In addition to the holding period requirements, ISOs are bound by additional rules such as the $100K rule. The IRS says that if an employee receives more than $100,000 worth of exercisable incentive stock options in a year, the portion of the grant exceeding the $100,000 limit will be treated as nonqualified stock options.
Taking a smart approach to stock options involves thinking about your whole financial picture and identifying the goals you have for your money. What do you want to do with the proceeds from the eventual sale of the stock? Understand what you want and need out of life, and then figure out how stock options can play a role in achieving those goals, whether it's starting a business, creating a nest egg, or providing meaningful experiences for yourself and your family.
Samuel Deane is a financial advisor and CEO of Deane Wealth Management, an independent investment advisory firm for millennials in technology. Samuel specializes in comprehensive financial planning, equity compensation, and tax planning. The views expressed in this article do not necessarily reflect the views of Morningstar.
Transparency is how we protect the integrity of our work and keep empowering investors to achieve their goals and dreams. And we have unwavering standards for how we keep that integrity intact, from our research and data to our policies on content and your personal data.
We’d like to share more about how we work and what drives our day-to-day business.
We sell different types of products and services to both investment professionals and individual investors. These products and services are usually sold through license agreements or subscriptions. Our investment management business generates asset-based fees, which are calculated as a percentage of assets under management. We also sell both admissions and sponsorship packages for our investment conferences and advertising on our websites and newsletters.
How we use your information depends on the product and service that you use and your relationship with us. We may use it to:
To learn more about how we handle and protect your data, visit our privacy center.
Maintaining independence and editorial freedom is essential to our mission of empowering investor success. We provide a platform for our authors to report on investments fairly, accurately, and from the investor’s point of view. We also respect individual opinions––they represent the unvarnished thinking of our people and exacting analysis of our research processes. Our authors can publish views that we may or may not agree with, but they show their work, distinguish facts from opinions, and make sure their analysis is clear and in no way misleading or deceptive.
To further protect the integrity of our editorial content, we keep a strict separation between our sales teams and authors to remove any pressure or influence on our analyses and research.
Read our editorial policy to learn more about our process.