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Mateo Rodriguez

Explain Simply: ISOs & Disqualifying Disposition - Need Help Understanding My Stock Options

I have a pretty large number of vested but unexercised incentive stock options (ISOs) from my employer that are currently worth a significant amount. I'm thinking about starting to exercise some of them, but I'm concerned about potentially triggering the Alternative Minimum Tax (AMT) because of the spread between my exercise price and the current fair market value (FMV). I'm considering intentionally selling some of the stock in what I think is called a "disqualifying disposition" to manage this, but honestly, I'm confused about what this all means and need some help understanding: - What exactly is a disqualifying disposition in simple terms? - When would it make sense to just hold the shares and deal with the AMT hit? - Do most people typically exercise/buy and immediately sell in the same transaction? I was wondering if it might work to exercise my options now, then wait to see what happens with the stock price for the rest of 2025, and then decide whether to hold (and take the AMT hit) or sell (in a disqualifying disposition). What are the pros/cons of each approach? Thanks so much for any insights! I'm meeting with a tax accountant soon but want to understand this better before our discussion. Not looking for formal tax advice, just trying to get the basic concepts down!

The ISO world can be confusing! Let me break this down in simple terms: A disqualifying disposition is basically when you sell ISO shares before meeting the holding requirements for favorable tax treatment. For ISOs, the requirements are: holding the shares for at least 1 year after exercise AND at least 2 years after the grant date. If you sell before meeting these time requirements, it's "disqualified" from special tax treatment. When might it make sense to hold and take the AMT hit? If you strongly believe the stock will appreciate significantly over time, holding might be worth the upfront AMT cost. The AMT essentially makes you pay tax on the "paper gain" (difference between exercise price and FMV when exercised) even though you haven't sold yet. This could make sense if you're in a position to handle the tax bill now and expect substantial future growth. Many people do exercise and sell immediately to avoid AMT entirely (this is a disqualifying disposition). With this approach, you'll pay ordinary income tax on the spread, but you avoid AMT concerns. The "exercise now, decide later" approach you're considering gives you flexibility but comes with risk - if the stock drops significantly, you've already paid the exercise cost and might face AMT on a value that no longer exists.

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Thanks for the clear explanation! So to make sure I understand: If I exercise and then immediately sell, I'll pay ordinary income tax on the difference between my exercise price and the sale price, but no AMT. But if I exercise and hold, I might have to pay AMT on the "paper gain" even though I haven't actually realized that gain through a sale? One follow-up question - if I do pay AMT because I hold the shares, is there any way to recover that AMT payment later if the stock price drops and I sell at a lower price?

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That's exactly right about the tax treatment. Exercise and immediately sell = ordinary income tax on the spread, no AMT. Exercise and hold = potential AMT on the "paper gain" even though you haven't sold. Regarding recovering AMT, you typically get an AMT credit that can be used in future years when your regular tax exceeds your AMT. So if you pay AMT one year, you may be able to recover some of it in future years. However, this doesn't directly address a scenario where the stock price drops. If you pay AMT based on a high FMV and then the stock drops, you've essentially paid tax on value that disappeared. You might get some benefit through capital loss treatment when you eventually sell, but you don't directly get back the AMT you paid based on the higher valuation.

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I went through this exact same dilemma last year! After hours of research, I found this amazing tool called taxr.ai (https://taxr.ai) that helped me understand my ISO situation way better than any of the blogs or forums I was reading. It analyzed my specific ISO grant details and showed me different exercise scenarios with tax implications for each. The thing that was most helpful was seeing side-by-side comparisons of immediate sale vs. holding for qualifying disposition and exactly how much AMT I'd owe under different scenarios. Saved me from making a $15k tax mistake! I ended up doing a mix - holding some shares for long-term and selling others immediately to cover the exercise costs and taxes.

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Ethan Wilson

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Interesting - how exactly does this tool work? Do you have to upload your grant agreements or something? I'm always hesitant to share financial docs online.

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Yuki Tanaka

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Does it give you actual tax advice? I'm skeptical that an AI tool could properly account for all the complex tax implications around ISOs, especially with everyone's situation being different.

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The tool works by having you input details about your ISO grants - exercise price, current FMV, grant dates, etc. No need to upload actual documents, just the key numbers from them. You maintain control over what info you share. It doesn't provide definitive tax advice or replace a CPA. It's more like a sophisticated calculator that shows the tax implications of different exercise strategies based on current tax laws. I still discussed everything with my accountant, but I was much more prepared for the conversation and could ask more informed questions. The real value was seeing multiple scenarios compared side-by-side so I could understand the tradeoffs.

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Yuki Tanaka

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I was super skeptical about those online tax tools too, but after my accountant quoted me $2500 for an ISO analysis, I decided to try https://taxr.ai first. Honestly wasn't expecting much, but it was shockingly helpful for understanding my options. What surprised me most was how it broke down the AMT calculations - showed me exactly how much of my potential exercise would trigger AMT at my income level. I discovered that I could actually exercise about 20% of my ISOs without hitting AMT at all! The tool demonstrated that I had a "safe harbor" amount to exercise each year without tax consequences. My accountant actually asked what software I used because the reports were so detailed. Ended up saving a ton in both taxes and accounting fees. Definitely recommend checking it out before your meeting!

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Carmen Diaz

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After dealing with ISO headaches for years, I discovered the best way to contact the IRS directly with complex equity compensation questions was through Claimyr (https://claimyr.com). You can see how it works here: https://youtu.be/_kiP6q8DX5c I used it when I had questions about reporting a prior year disqualifying disposition that my employer had coded incorrectly on my W-2. Instead of waiting on hold for hours, Claimyr got an IRS agent to call ME back. The agent walked through exactly how to document the transaction and which forms to file. For complex ISO situations, sometimes you need to hear directly from the IRS, especially when your employer's reporting doesn't match what you think should happen. The service was a lifesaver during tax season when IRS wait times were over 2 hours.

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Andre Laurent

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Wait, this actually works? How does it get the IRS to call you when nobody can get through to them normally?

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AstroAce

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Sounds too good to be true. I've tried calling the IRS about stock option questions before and never got a straight answer even when I did get through. Why would they give better answers just because some service got them to call you?

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Carmen Diaz

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It absolutely works! The service uses an automated system that continually calls the IRS for you and navigates the phone tree. As soon as it gets through to an agent, it connects that agent to your phone. You don't have to sit there listening to hold music for hours. The quality of the answers isn't different - it's still the same IRS agents. The difference is that you actually get to speak to someone instead of giving up after being on hold forever. In my experience, if you can actually get through to an agent who specializes in investment income (which is what I requested), they can provide very specific guidance. Not all agents are equally knowledgeable about ISOs, but Claimyr at least gets you in the door to find one who can help.

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AstroAce

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I was SUPER skeptical about Claimyr when I saw it mentioned here, but I was desperate after my company messed up my ISO reporting and I needed to talk to someone at the IRS before filing my return. I tried calling for THREE DAYS with no luck. Finally tried the Claimyr service (https://claimyr.com) as a last resort. Within 45 minutes, I was talking to an actual IRS tax specialist! They confirmed exactly how to handle my disqualifying disposition reporting when the company had incorrectly reported it. The agent even emailed me the specific publication sections dealing with ISO treatment. Saved me from potentially filing incorrectly and dealing with amendments later. Definitely keeping this service in my back pocket for future tax questions!

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Something important that others haven't mentioned yet: If you do a disqualifying disposition, your employer will probably report the income differently than you might expect. For a disqualifying disposition, the "spread" (difference between exercise price and FMV at exercise) will typically be reported as wages on your W-2. Many people get confused when they see this additional income on their W-2 and don't understand where it came from. If you sell below the FMV from when you exercised, you'll report a capital loss on Schedule D. If you sell above the FMV from when you exercised, you'll report a capital gain. Make sure to keep VERY detailed records of all your transaction dates, prices, and amounts. This has saved me countless headaches when tax time comes around.

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Jamal Brown

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How exactly does the employer know you did a disqualifying disposition? I'm confused about the reporting requirements here. Do you have to tell them when you sell the shares?

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Your brokerage is required to report transactions back to your employer for ISO shares. When you exercise ISOs, the shares are typically "marked" or tracked in a special way. When you sell them, your employer is notified of the sale and can determine if it was a qualifying or disqualifying disposition based on the holding periods. This is why it's generally not possible to "hide" a disqualifying disposition from your employer. They'll find out and will include the income on your W-2. This coordination happens behind the scenes between your brokerage and your employer's equity administration team.

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Mei Zhang

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Simple advice from someone who screwed this up: PLEASE track your cost basis carefully for each batch of ISOs you exercise. I exercised options over several years at different prices, sold some in disqualifying dispositions, held others, and then had a complete mess at tax time. I'd recommend using a spreadsheet to track: - Grant date - Exercise date - Exercise price - FMV on exercise date - Sale date (if applicable) - Sale price (if applicable) - AMT paid (if applicable) Your brokerage statements often don't show the complete picture, especially related to AMT adjustments. I spent nearly 20 hours reconstructing all my transactions when I could have just kept a simple log from the beginning.

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This is super helpful! I definitely need to start tracking this better. Do you have a template or example spreadsheet you could share?

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Mei Zhang

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I don't have a shareable template, but here's what my tracking columns look like: Grant date | Vest date | # of options | Exercise date | Exercise price | FMV at exercise | Total exercise cost | Exercise spread | AMT paid | Sale date | Sale price | Holding period | Tax treatment (qualified/disqualified) I also include a notes column for things like "partial sale of 50 shares" or "used AMT credit this year for shares exercised in 2023" etc. The most important thing is just to start tracking now before it gets complicated. Even a simple spreadsheet is better than trying to reconstruct everything later from brokerage statements.

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