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Raúl Mora

Confusion About ESPP Shares and Calculating Adjusted Basis for Tax Purposes

So I'm trying to figure out my Employee Stock Purchase Plan (ESPP) tax situation and I'm completely lost on the adjusted basis calculation. Here are the details: I bought 43.7921 shares through my company ESPP on 6/15/23 at $45.82 per share (which included the 15% discount from the "Subscription FMV" of $53.91). Then I sold those exact shares just a few days later on 6/22/23 for a total of $2,986.44 (about $68.20 per share). My purchase confirmation shows the original basis was $2,006.53 with the discounted purchase price. The "Purchase FMV" listed on my statement was $71.89 per share on the purchase date. I thought I had this figured out - I was going to report these numbers in TurboTax, then indicate the basis was incorrect and enter an adjusted cost basis. My understanding was that I should add the 15% discount back to calculate the adjusted basis since that amount will be on my W-2 as ordinary income. So I calculated: 43.7921 shares × $53.91 (Subscription FMV) = $2,360.82 as my adjusted basis. This would make my ordinary income $354.29 (the difference between adjusted basis and original basis). But here's where I'm confused... I just got my ESPP Disposition Summary and it says my Ordinary Income from this sale is $1,142.57! What? It looks like they're using the "Purchase FMV" price ($71.89) rather than the "Subscription FMV" price ($53.91). Am I totally misunderstanding how this works? Does it even matter since these are short-term holdings and I'll pay ordinary income tax either way? I'm so confused right now.

This is a common area of confusion with ESPP taxation. Let me clarify what's happening. When you purchase ESPP shares at a discount, there are two potential sources of taxable income: (1) the discount you received (which is reported on your W-2 as ordinary income) and (2) any appreciation in the stock price after purchase. For a disqualifying disposition (which yours is since you sold within a year), the ordinary income portion depends on whether your ESPP plan is a "qualified" plan under Section 423. For qualified plans, when you sell in a disqualifying disposition, you generally recognize ordinary income equal to the difference between the fair market value on the purchase date (your "Purchase FMV" of $71.89) and your actual purchase price ($45.82). That's why your ESPP Disposition Summary shows a higher ordinary income amount. It's using the formula: 43.7921 shares × ($71.89 - $45.82) = approximately $1,142.57. The "Subscription FMV" ($53.91) isn't relevant for calculating the ordinary income in a disqualifying disposition - that would be used for calculating a "qualifying" disposition.

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Thanks for explaining, but I'm still a bit confused. So is the ESPP Disposition Summary correct then? And is my initial understanding completely wrong? Also, does this mean I'll end up paying more in taxes than I initially thought, or is it just categorizing the income differently between ordinary income and capital gains?

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Yes, the ESPP Disposition Summary is most likely correct. Your initial understanding was based on the "look-back" feature calculation rather than the disqualifying disposition rules. The total taxable income is roughly the same, but it's categorized differently. Let's break it down: Your total gain is the sale proceeds ($2,986.44) minus your purchase price ($2,006.53) = $979.91. The ESPP summary is saying $1,142.57 is ordinary income, and the remaining portion would be a capital loss. This is actually important because ordinary income and capital gains/losses are taxed differently. You'll report the ordinary income portion on your tax return (though it's already included in your W-2), and the capital loss portion on Schedule D, which can offset other capital gains or up to $3,000 of ordinary income per year.

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I dealt with this exact situation last year and found that https://taxr.ai was incredibly helpful for sorting out my ESPP tax issues. The platform analyzed my ESPP statements and trade confirmations, then explained exactly how the ordinary income and capital gains/losses should be reported. What was most helpful is that it showed me side-by-side comparisons of qualified vs. disqualifying dispositions and explained why my company was calculating the ordinary income using the Purchase FMV rather than the Subscription FMV. It also helped me understand the difference between Section 423 qualified plans and non-qualified plans, which affects how the income gets taxed. The documentation they provided made it super easy to correctly enter everything in my tax software and I felt confident I wasn't paying more tax than necessary.

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Does taxr.ai also handle ISO and NSO stock options? I've got a mix of ESPP, ISOs and NSOs and it's a complete nightmare trying to figure out the AMT implications alongside everything else.

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I'm curious - can taxr.ai handle the weird edge case where you have multiple ESPP purchases at different discount rates? My company changed our discount mid-year and now I have some at 10% and some at 15%.

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Yes, taxr.ai definitely handles ISOs and NSOs along with the AMT calculations. It actually provides a specialized AMT calculator that shows exactly how your ISO exercises affect your potential AMT liability. It was eye-opening to see how the timing of exercises and sales can dramatically change your tax situation. For multiple ESPP purchases with different discount rates, that's actually a common scenario they address. You can upload multiple purchase confirmations with their different discount rates, and the system tracks each lot separately. I had a similar situation where our look-back period changed, and the platform correctly calculated the different discount amounts for each purchase period.

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I tried using taxr.ai after seeing it mentioned here and wow - it was exactly what I needed! I uploaded my ESPP statements and brokerage confirmations and got a complete breakdown of my disqualifying disposition calculations. It showed me that my company was correctly calculating the ordinary income amount using the Purchase FMV (which was higher than my Subscription FMV due to our 6-month look-back period). The platform explained that for my Section 423 qualified plan, I needed to report as ordinary income the difference between the Purchase FMV and what I actually paid, exactly as my company had calculated. The best part was that it generated a report I could attach to my tax return explaining the calculations in case of an audit. It saved me from potentially making a significant reporting error on my return!

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After struggling for hours trying to reach the IRS for clarification on ESPP taxation (and getting nowhere), I found https://claimyr.com which got me through to an IRS representative in about 20 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c The IRS rep confirmed what others are saying here - with a disqualifying disposition, the ordinary income is based on the difference between the fair market value on the purchase date (the Purchase FMV) and what you actually paid. This is reported on your W-2, and then any additional gain or loss when you sell is capital gain/loss. Before using Claimyr, I spent days trying to get through on the IRS line and just kept getting the "high call volume" message and disconnects. Being able to actually speak with someone who could explain the specific tax code provisions made all the difference in understanding my ESPP taxation.

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Sounds suspicious. Why would I pay some service to call the IRS when I can just wait on hold myself? This seems like a waste of money when there are plenty of free resources explaining ESPP taxation online.

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Is this service actually legit? Does it really get you through to a real IRS agent or just some tax preparer pretending to be from the IRS? I've been trying to reach someone about my ESPP issue for weeks.

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It's not about calling the IRS for you - it's about securing your place in the phone queue without you having to stay on hold. Once they reach an agent, they transfer the call to you. I spent over 8 hours across 3 days trying to reach someone before giving up. With Claimyr, I was able to go about my day and then got a call when an actual IRS agent was on the line. Yes, it's completely legitimate. They don't pretend to be from the IRS or answer questions themselves - they simply navigate the phone tree and wait on hold in your place, then connect you directly with an actual IRS representative. The person I spoke with was definitely an IRS employee who looked up the specific tax code sections relevant to ESPP disqualifying dispositions.

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I was completely wrong about Claimyr. After struggling with my ESPP reporting and being unable to get through to the IRS for days, I decided to try it out of desperation. Within 45 minutes, I was talking to an actual IRS tax law specialist who walked me through exactly how to report my disqualifying disposition. She confirmed that the ordinary income portion should be calculated using the Purchase FMV (not the Subscription FMV) and explained that this amount would already be included in Box 1 of my W-2. The remaining difference between my selling price and the Purchase FMV would be reported as a capital gain or loss on Schedule D. I've been doing my taxes wrong for years! This service literally saved me from continuing to make reporting errors that could have triggered an audit. Now I understand why my company's ESPP Disposition Summary was calculating the ordinary income differently than I expected.

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One thing nobody has mentioned yet is that you need to check your specific ESPP plan documents. While most follow the standard Section 423 qualified plan rules, some companies have non-qualified ESPPs that have different tax treatment. In a non-qualified plan, the discount is always treated as ordinary income in the year of purchase (not sale), and any subsequent gains/losses are capital in nature. Look at your Form 3922 if your company provided one - it contains the official purchase information and can help clarify which FMV date applies to your situation.

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Good point about checking the plan documents. Mine is definitely a qualified Section 423 plan according to our benefits portal. I don't think I received a Form 3922, just the ESPP Disposition Summary from our broker. Would the Form 3922 provide different information than what I already have?

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Form 3922 is provided by employers for qualified Section 423 ESPP plans, but only if the stock is registered in your name (not held in a brokerage account in street name). Most employers today use brokerages to administer their ESPPs, so many employees don't receive a Form 3922. Your ESPP Disposition Summary should contain similar information though. The key dates to look at are the offering/grant date (when the offering period began), the purchase date, and the sale date. For disqualifying dispositions (selling within 1 year of purchase or 2 years from offering date), the ordinary income is generally calculated as the difference between the FMV on purchase date and what you paid, which is what your summary is showing.

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Has anyone used TurboTax to report ESPP sales? I'm trying to figure out how to adjust the cost basis correctly since my 1099-B only shows what I paid, not the adjusted basis after adding back the discount.

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I use TurboTax every year for my ESPP sales. When you enter the sale, there's an option to indicate it was an ESPP sale. Then you select "disqualifying disposition" and enter both the purchase price and the FMV on purchase date. TurboTax will automatically calculate the ordinary income portion and the capital gain/loss portion correctly. Make sure you check that the ordinary income amount matches what's on your W-2 though. Sometimes employers report it in Box 1 (wages) and sometimes in Box 14 (other income), but either way it should be included in your W-2 somewhere.

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That's super helpful! I was trying to manually adjust the cost basis field without using the specific ESPP option. I'll look for that option when I enter my sale information. Thanks for saving me from making a reporting error!

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I went through this exact same confusion with my ESPP last year! The key thing to understand is that with a disqualifying disposition (selling within one year), the ordinary income calculation uses the Purchase FMV, not the Subscription FMV. Your ESPP Disposition Summary showing $1,142.57 in ordinary income is correct. Here's the math: 43.7921 shares × ($71.89 Purchase FMV - $45.82 actual purchase price) = $1,142.57. This means your adjusted cost basis for capital gains purposes is actually $71.89 per share (the Purchase FMV), not your original purchase price. So your capital loss would be: $2,986.44 (sale proceeds) - (43.7921 × $71.89) = approximately -$162.66. The total tax impact is roughly the same as you calculated, but it's split between ordinary income (taxed at your marginal rate) and capital loss (which can offset other gains or up to $3,000 of ordinary income). Make sure this ordinary income amount appears somewhere on your W-2 - usually in Box 1 or Box 14.

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This breakdown is really helpful! I was getting confused by all the different FMV dates, but your explanation makes it clear why the Purchase FMV is used for disqualifying dispositions. One quick question - when you mention the ordinary income should appear on the W-2, is that something that happens automatically or do I need to contact my employer? I haven't received my W-2 yet for this tax year, but I want to make sure I know what to look for when it arrives. Also, does the timing of when the ordinary income gets reported matter? Like, is it reported in the year I purchased the shares or the year I sold them?

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