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Unexpected stock buyout causing large capital gain - do I need to pay estimated taxes or am I covered by safe harbor rules?

I'm about to have a stock position in a company that's being acquired later this year (2025). When the acquisition completes, my shares will automatically be cashed out at the predetermined price. This is going to result in a pretty substantial capital gain for me (mixture of both short and long term holdings). I've been trying to make sense of IRS Publication 505 which states: 1. You expect to owe at least $1,000 in tax for 2025 after subtracting your withholding and tax credits. 2. You expect your withholding and tax credits to be less than the smaller of: a. 90% of the tax to be shown on your 2025 tax return, or b. 100% of the tax shown on your 2024 tax return. Your 2024 tax return must cover all 12 months. Since this capital gain will be for tax year 2025 (which won't be due until April 2026), does this mean I can avoid paying estimated taxes as long as I ensure my withholding for 2025 equals at least 100% of the taxes I owed in 2024? For example, if I complete my 2024 return (due this April), and my total tax comes out to about $10,500, would I be safe if my employer withholds at least $10,500 in taxes from my salary throughout 2025? I'd really appreciate if someone could confirm my understanding. Also, if I do need to make estimated tax payments for this large capital gain, am I required to pay the entire capital gains tax in the quarter when the transaction happens? Or can I spread the payments across the four quarters?

Alfredo Lugo

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Just want to add another perspective here - I went through something very similar when my company got acquired in 2023. The acquisition created a substantial capital gain that pushed my AGI way over $150K, so I needed to hit that 110% safe harbor threshold. What I found helpful was calculating the exact amount early in the year and then spreading the additional withholding across all remaining paychecks rather than trying to cram it all into the last few months. This made the impact on my take-home pay much more manageable. Also worth noting - if your employer's payroll system can't handle the level of additional withholding you need (some have limits), you might need to make at least one estimated payment anyway. I ran into this issue where my HR department said they couldn't withhold more than a certain percentage of my gross pay, so I had to make a Q4 estimated payment to cover the difference. The good news is that as long as your total payments (withholding + estimates) meet the safe harbor amount, you're protected from penalties regardless of how you split it up.

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This is really helpful advice about spreading the withholding across remaining paychecks! I hadn't thought about potential payroll system limitations. Do you remember roughly what percentage of gross pay your HR department was comfortable withholding? I'm trying to get a sense of whether I might run into the same issue. Also, when you made that Q4 estimated payment, did you have to calculate it based on the timing of when your acquisition actually happened, or could you just make it a round number to reach your safe harbor target?

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@334def0feab9 My HR department's limit was around 75% of gross pay for additional federal withholding beyond the standard amount. They were worried about potential payroll compliance issues if they withheld too much and left employees with very little take-home pay. For the Q4 estimated payment, I didn't need to worry about the timing of the acquisition at all since I was just using it to reach my safe harbor target. I calculated exactly how much more I needed beyond my projected withholding to hit that 110% threshold, then made an estimated payment for that amount. The IRS doesn't care whether your payments are perfectly timed to match when income was received as long as you meet the safe harbor rules. In my case, the acquisition happened in August, but I didn't make the estimated payment until December when I realized my withholding wouldn't be quite enough. Still avoided all penalties because the total for the year hit the safe harbor amount.

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Kylo Ren

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Great question about the safe harbor rules! I went through something similar when my startup got acquired in 2022. A few additional points that might help: 1. **Timing flexibility with safe harbor**: The beauty of the safe harbor rule is that it doesn't matter WHEN during the year you pay the taxes, just that your total payments meet the threshold. So if your acquisition happens in Q3 but you don't increase withholding until Q4, you're still protected as long as you hit that 110% mark by year-end. 2. **Consider state taxes too**: Don't forget that most states also have their own estimated tax requirements. If you're in a state with capital gains taxes, you'll want to factor that into your planning as well. 3. **Document everything**: Keep detailed records of when you increased your withholding and why. If there are ever questions about penalties, having documentation that you were following safe harbor rules will be helpful. 4. **Alternative minimum tax (AMT)**: With a large capital gain, you might want to check if you'll be subject to AMT. This can sometimes affect your safe harbor calculations, especially if your prior year included AMT. The approach you outlined sounds correct - just make sure you're using the right percentage (110% if your 2024 AGI exceeds $150K) and consider whether paying throughout the year vs. one large payment in April 2026 works better for your cash flow situation.

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Really appreciate the comprehensive breakdown! The AMT consideration is something I hadn't thought about at all. Do you know if there's an easy way to estimate whether a large capital gain would trigger AMT, or is that something that typically requires professional help to calculate? Also, regarding state taxes - I'm in California, so I know they'll want their share too. Did you find that most states follow similar safe harbor rules to the federal system, or do they each have their own requirements that need to be calculated separately? The documentation point is smart too. I've been pretty casual about record-keeping, but with this large gain coming up, I should probably get more organized about tracking when and why I make withholding changes.

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For everyone talking about gross vs net income, remember that AGI (adjusted gross income) is what really matters for most tax calculations. It's basically your gross income minus specific adjustments (like student loan interest, IRA contributions, etc). The way I understand it: 1) Gross income = all your income before ANY deductions 2) AGI = gross income minus certain adjustments 3) Taxable income = AGI minus standard or itemized deductions 4) Net income = what's left after ALL taxes and deductions (not really a tax form concept) U start with gross, get to AGI, then to taxable income, THEN figure out taxes owed vs paid to determine refund.

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Melissa Lin

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Thx for breaking this down! So for my situation, I made $65k gross, contributed $8k to my 401k, and paid $4k in health insurance premiums. Would my AGI be $65k - $8k - $4k = $53k? And then I'd subtract the standard deduction from there?

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Not quite right. The 401k contribution does reduce your AGI, but your health insurance premiums are usually already taken out pre-tax by your employer and won't be something you subtract again to get to AGI. They're already reflected in your W-2 Box 1 amount. So if your W-2 Box 1 shows $57k (which would be your $65k gross minus the $8k 401k contribution), that's your starting point. Your health insurance premiums were likely already accounted for before this amount was calculated. From there, you'd subtract any other adjustments you qualify for to reach your AGI, and then subtract the standard deduction (or itemized deductions if higher) to get your taxable income.

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This is such a helpful thread! I was making the exact same mistake - I kept trying to use my take-home pay as the starting point for tax calculations because that's what I actually "received." But reading through everyone's explanations, it's clear that the IRS works backwards from gross income. What really clicked for me was understanding that my W-2 Box 1 is already a partially processed number - it's my gross income with certain pre-tax deductions already removed. So when I start my tax return with that Box 1 amount, I'm not starting with true gross income, but I'm also not starting with net income. It's this middle ground that represents my taxable wages before standard/itemized deductions. I think the confusion comes from thinking about our paychecks, where we see gross pay, then a bunch of deductions, then net pay. But tax returns don't follow that exact same flow since some of those paycheck deductions are already baked into the W-2 numbers we use.

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Exactly! That middle ground concept you mentioned really helped me understand this too. I was getting so confused because I kept thinking in terms of my paycheck flow, but tax forms work differently. Your explanation about W-2 Box 1 being "partially processed" makes perfect sense - it's not your full gross income, but it's also not your take-home pay. It's like a starting point that already has some work done for you. Thanks for putting it so clearly!

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Kiara Greene

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Thanks everyone for all the helpful advice! I found my Copy B - it was clearly labeled "To Be Filed With Employee's FEDERAL Tax Return" just like Chloe mentioned. I was overthinking it way too much. For anyone else confused like I was, here's what I learned: Look for the specific Copy B section on your W-2 (it's usually perforated so you can tear it off cleanly), attach it to the front of your 1040 with a small paper clip (not staples!), and make sure you're mailing to the right IRS processing center for your state. I'm getting this in the mail tomorrow so I can stop stressing about the deadline. Really appreciate this community helping out a tax newbie!

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So glad you figured it out! I remember being just as confused my first time filing. One thing I wish someone had told me earlier - if you're mailing your return, consider sending it certified mail or with delivery confirmation. It only costs a few extra dollars but gives you proof that the IRS received your return on time, which can be really important if there are any questions later about meeting the deadline.

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Rita Jacobs

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Great advice from everyone here! As someone who's been filing paper returns for years, I can confirm that Copy B is absolutely required for federal returns. One additional tip - if you have multiple W-2s from different employers, make sure to attach ALL of the Copy B forms. I made that mistake once and had to mail in the missing ones separately, which delayed my processing. Also, double-check that all the information on your W-2 matches what you entered on your 1040. Even small typos in names or amounts can cause issues. The IRS computers are pretty good at catching discrepancies between what you report and what your employer reported. Good luck getting that return in the mail on time!

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This is such valuable information! I'm also new to filing paper returns and had no idea about needing multiple Copy B forms if you have multiple employers. That would have definitely tripped me up. One question - when you attach multiple W-2s, do you paper clip them all together behind the 1040, or should each Copy B be clipped separately to different pages? I want to make sure I don't mess up the organization when the IRS processes everything.

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Zoe Walker

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This has been such a comprehensive and helpful discussion! I'm currently dealing with a missed RMD situation myself and have found all the shared experiences invaluable. One additional resource I wanted to mention that helped me understand the correction process better is IRS Publication 590-B, specifically the section on penalties and corrections. It provides detailed examples of how to calculate RMDs for different types of accounts and explains the correction procedures step by step. Also, for anyone who's nervous about making the corrective distribution, I found it helpful to call my custodian first and explain the situation. They walked me through exactly how much I needed to withdraw and helped me understand the tax implications before I actually took the distribution. Most of the major custodians (Fidelity, Vanguard, Schwab, etc.) have specialized retirement services representatives who are very familiar with RMD corrections. The key takeaway I've gotten from this thread is that the IRS correction program exists specifically for these situations, and as long as you're proactive about fixing the mistake and thorough with your documentation, the penalty waiver process is pretty straightforward. Thanks to everyone who shared their real-world experiences - it's made what seemed like a complex tax problem much less intimidating!

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Thank you for mentioning IRS Publication 590-B - I wish I had known about that resource when I was going through my own RMD correction situation! Your point about calling the custodian first is spot on. I was so worried about admitting my mistake, but when I finally called, the representative was incredibly helpful and non-judgmental. They even offered to calculate the exact shortfall for me and explained how the corrective distribution would be reported on my 1099-R. It's reassuring to hear that others have had positive experiences with the correction program. The IRS gets a lot of criticism, but this is one area where they seem to have created a reasonable process for honest mistakes. I'm definitely setting up automatic RMDs for all my accounts going forward!

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As someone who recently went through a similar RMD correction situation, I wanted to share a few additional tips that might be helpful: First, when you're preparing your Form 5329, double-check that you're using the correct year's form. The IRS updated the form for 2023 and later years with those new "a" and "b" line designations you mentioned, so make sure you're not accidentally using an older version. Second, if you're unsure about any of the calculations, consider reaching out to the IRS Taxpayer Advocate Service. They can provide guidance on complex situations like this at no cost, and they're generally more helpful than the regular customer service line for technical questions about forms and penalties. Finally, keep a copy of everything you file, including your correction statement. Even though the penalty waiver should be processed automatically, there's always a chance the IRS might follow up with questions months later, and having all your documentation organized will make any future correspondence much easier to handle. The good news is that once you get through this correction process, you'll have a much better understanding of RMD requirements going forward. Many people learn about these rules the hard way, but at least the IRS provides a reasonable path to fix honest mistakes.

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Paolo Romano

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Great question! I'm also a sole proprietor (freelance graphic designer) and went through this same dilemma last year. The 1.75% fee is definitely deductible as a business expense since you're paying business taxes. I categorize mine under "bank service charges" on Schedule C. One thing to consider though - I found that some quarters it made more sense to use EFTPS (free but no rewards) and others to use the credit card depending on my cash flow situation. When I had a big client payment coming in a few days after the tax due date, I'd use the card for the float and write off the fee. When cash flow was good, I'd just use EFTPS to avoid the fee entirely. Also worth noting - keep separate records of the tax payment and the processing fee since they're technically different line items. Makes it cleaner if you ever get audited.

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Thanks for the tip about separating the tax payment and processing fee records! That's really smart from an audit perspective. I'm curious about your approach of switching between EFTPS and credit card based on cash flow - do you find it confusing to keep track of different payment methods throughout the year? I'm worried I might accidentally miss a payment or get confused about which method I used for which quarter when doing my bookkeeping.

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Ella Russell

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@CosmicCaptain That's a valid concern! I use a simple spreadsheet to track my quarterly payments - just columns for date, quarter, method used (EFTPS vs credit card), amount, and any fees. Takes literally 30 seconds to update each time I make a payment. I also set calendar reminders about a week before each due date that include notes about my current cash flow situation, so I can decide which method to use. The key is being consistent with your record-keeping system rather than trying to remember everything later. One other tip - if you do use both methods, make sure to save confirmation emails/receipts from both EFTPS and your credit card processor in the same folder so everything's in one place come tax time.

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Just wanted to add my experience as another sole proprietor - I run a small landscaping business and have been paying estimated taxes with my business credit card for about 3 years now. The 1.75% processing fees are absolutely deductible, and I put them under "other business expenses" on my Schedule C. One thing I learned the hard way though - make sure you're actually getting decent rewards on your business card for these payments! My first year I was using a card that only gave 1% back, so I was essentially paying 0.75% net for the convenience (1.75% fee minus 1% rewards). Now I use a business card that gives 2% on all purchases, so I'm actually coming out slightly ahead even before the tax deduction. Also, pro tip: some payment processors let you schedule your quarterly payments in advance, which is super helpful for cash flow planning. Just make sure you have the funds available when the payment processes!

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That's a really smart approach with the 2% rewards card! I'm just getting started with my small business (custom pottery) and haven't even thought about optimizing the credit card rewards for tax payments. Do you mind sharing what business card you're using that gives 2% on all purchases? I'm currently just using my personal card for everything which is probably not the best setup. Also, when you say "schedule quarterly payments in advance" - does that mean you can set up all four payments at the beginning of the year, or do you schedule them one at a time as each quarter approaches?

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NebulaNomad

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@QuantumQuester I can't speak for QuantumQuester, but I'd definitely recommend getting a dedicated business credit card ASAP! It makes bookkeeping so much cleaner when business expenses are completely separate from personal ones. For cards with good rewards on everything, look into the Capital One Spark Cash or Chase Ink Business Cash - both offer solid rates on all purchases. Just make sure to read the fine print about how they categorize tax payments specifically. As for scheduling payments, most processors only let you schedule one payment at a time, usually up to a year in advance. So you could theoretically set up all four quarterly payments in January, but you'd need to do each one individually. Some people prefer this approach for budgeting, while others (like me) prefer to evaluate cash flow closer to each due date.

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