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Jace Caspullo

1099-B and W2 from sale of NQSO - Am I double reporting wages on my taxes?

Hey everyone, I think I'm getting myself super confused about my taxes this year and could use some help. I changed jobs in late 2023 and started a new position in early 2024. During January 2024, I exercised and sold about 750 NQSOs from my previous employer on the same day. Now I've received both a 1099-B and a W-2 from my old company. The 1099-B shows that I acquired and sold the options on the same day. It lists proceeds of around $92K and a cost basis of approximately $20K. But here's where I'm confused - my W-2 from the old employer also shows additional income of about $72K, and all the taxes that were withheld. From what I've read online, I thought the proceeds and cost basis on the 1099-B should basically equal each other, or maybe even show a small loss from fees? If I report both forms as they are, won't it look like I earned $72K from the stock sale (on the 1099-B) PLUS another $72K on my W-2... so about $144K total for the same transaction? I'm worried I'm going to end up reporting double the income and paying way too much in taxes. Am I missing something about how NQSOs work with taxes? Thanks for any help you can provide - I can share more details if needed!

The good news is you're not going to double-pay taxes! This is actually normal for NQSOs (Non-Qualified Stock Options) and is just confusing because of how the reporting works. When you exercise NQSOs, the difference between the market value and your option price (what you paid) is considered ordinary income. That's why it shows up on your W-2 - your employer reported that $72K as compensation income and withheld taxes accordingly. The 1099-B is for the capital gains portion when you sold the stock. However, what's happening is your cost basis should be adjusted to include that already-taxed W-2 income. Your "true" cost basis isn't just the $20K you paid to exercise, but should be the $20K plus the $72K already reported as income on your W-2, so about $92K total. When you enter this in your tax software, you'll need to make an adjustment to the cost basis on your 1099-B to match what's on your W-2. This will likely result in a very small gain or loss (just the difference from the exact sale price minus fees).

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Thanks for the response! So if I understand correctly, when I enter the 1099-B information into my tax software, I should adjust the cost basis from the $20K that's listed on the form to $92K (which would be the $20K plus the $72K from my W-2)? Does the tax software usually have a specific place to make this adjustment or do I just manually change the cost basis number?

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Yes, that's exactly right. You'll need to adjust the cost basis on the 1099-B to account for the income already reported on your W-2. Otherwise, you'd be double taxed. Most tax software has a section for adjustments to basis when entering 1099-B information. Look for terms like "adjustment to basis" or "previously reported income" when entering your stock sales. In some programs, there's a checkbox specifically for "Compensation included in Box 1 of Form W-2." The exact location varies by software, but they all have ways to handle this common situation with NQSOs.

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I had this same issue with my NQSOs last year and discovered taxr.ai (https://taxr.ai) which really helped me sort through this exact problem. I was so confused because my 1099-B and W-2 had different numbers related to the same stock sale, and I was worried about double taxation too. What I liked about taxr.ai is that it specifically analyzed my documents and explained exactly where to make the cost basis adjustment for NQSOs in my tax software. It showed me how to reconcile the W-2 compensation element with the 1099-B reporting so I didn't overpay taxes. The site even generated a specific explanation I could include with my return to explain the adjustment.

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Did it work with different tax software options? I use TurboTax but my friend recommended switching to H&R Block this year. Would taxr.ai work with either one?

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I'm a bit skeptical about using another service when I'm already paying for tax software. Does it actually show you where to click in the software or just give general advice? My situation with stock options is always confusing.

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I tried taxr.ai after seeing it mentioned here and it was seriously helpful with my NQSO situation. I was going in circles trying to figure out how to handle the 1099-B and W-2 reporting for the same transaction. The service analyzed my forms and gave me exact instructions for TurboTax on how to adjust the cost basis to avoid double taxation. What really impressed me was how it explained WHY I needed to make the adjustment and exactly WHERE in the software to do it. It even showed me which checkboxes needed to be selected to properly indicate that part of the proceeds had already been reported as income on my W-2. Their explanation of the "true cost basis" versus what appears on the 1099-B finally made everything click for me. For anyone dealing with stock options, RSUs, or other equity compensation, I'd definitely recommend giving it a try.

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How does this actually work? I've tried calling the IRS multiple times about my stock option issues and kept getting disconnected after waiting for an hour.

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This sounds too good to be true. The IRS is impossible to reach. I've been trying for weeks about my NQSO situation. Are you saying this service actually gets someone to call you back? What's the catch?

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I need to admit I was completely wrong about Claimyr. After posting my skeptical comment, I decided to try it anyway because I was desperate to resolve my NQSO reporting issue before the filing deadline. It actually worked! After weeks of trying to reach the IRS myself with no luck, Claimyr got me connected to an IRS tax specialist in about 90 minutes. The agent confirmed exactly how to handle my situation with the 1099-B and W-2 for my stock option sale. He walked me through making the proper cost basis adjustment and explained which forms I needed to attach to my return to avoid getting a CP2000 notice later. If you're struggling with stock option tax questions and need to speak directly with the IRS, this service is absolutely worth it. Wish I had known about it sooner.

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One thing to watch out for with NQSOs - make sure you check if your employer reported the correct cost basis on your 1099-B. I had a similar situation last year and found that my employer reported the WRONG cost basis. I had to file Form 8949 with my tax return and make a manual adjustment with the code "B" to indicate that the reported basis was incorrect. If you don't do this and just report what's on the forms, you could end up paying tax twice on the same income!

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That's a good point! How did you figure out that your employer reported the wrong cost basis? Did you have to call them or was there a way to calculate it myself?

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I figured it out by looking at my final paystub from when the stock options were exercised and comparing it to the 1099-B. The amount added to my W-2 income should match the difference between the fair market value at exercise and what I paid for the options. You can calculate it yourself by taking the market value of the shares when you exercised (not when you sold if they were different dates) and subtracting what you paid to exercise the options. That amount should match what was added to your W-2 income. If the cost basis on your 1099-B doesn't account for this already-taxed income, you'll need to make the adjustment on Form 8949.

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Does anyone know if this adjustment process is the same for both same-day sales and if you hold the stock for a while after exercising? I exercised NQSOs in January 2024 but didn't sell until June 2024 and now I'm totally confused about how to report it.

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The process is similar but with an important difference. When you exercise and sell on different days, you still have ordinary income at exercise (which goes on your W-2), but then you also have a capital gain or loss based on how the stock price changed between exercise and sale. Your adjusted basis for the capital gain calculation is still the original cost plus the amount included as W-2 income. But now the proceeds will be different from that basis because the stock price changed between exercise and when you sold.

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Just wanted to add another perspective on this - I went through the exact same confusion with my NQSO sale last year. The key thing that helped me understand it was thinking of it as two separate transactions that happen to be reported on different forms: 1) The "exercise" transaction: You paid $20K to buy stock worth $92K. The $72K difference is compensation income (goes on W-2). 2) The "sale" transaction: You sold stock with a basis of $92K (your $20K cost + $72K already-taxed income) for $92K in proceeds. When you think of it this way, it makes sense that there's essentially no capital gain or loss on the sale - you're just converting already-taxed compensation income into cash. The tricky part is that most employers don't adjust the cost basis on the 1099-B to reflect the W-2 income, so you have to do it manually when filing. This is super common with NQSOs, so don't worry - you're not missing anything obvious, the reporting is just confusing by design!

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