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Kara Yoshida

For a disqualifying disposition of ISO, how do I calculate compensation income when stock was sold below FMV on exercise date?

So I'm in a bit of a tax mess with my company stock options. Last year I exercised some Incentive Stock Options (ISOs) but ended up having to sell the shares way sooner than I planned due to some unexpected medical bills. This obviously counts as a disqualifying disposition since I didn't hold them for the required period. Here's where I'm confused - when I exercised the ISOs, the FMV of the shares was around $68 per share. My exercise price was $23 per share. But when I eventually sold the shares, the price had dropped to only $52 per share. I know with a qualifying disposition, I'd only pay capital gains tax on the difference between sale price and exercise price. But with this disqualifying disposition, I'm completely lost on how to calculate the compensation income portion. Do I still report compensation income based on the difference between FMV at exercise ($68) and my exercise price ($23), even though I sold at only $52? Or is the compensation income limited to my actual gain? I've been trying to read IRS publications but keep going in circles. Any help on how to calculate this correctly would be greatly appreciated before I file my taxes!

The tax treatment for disqualifying dispositions of ISOs can definitely be confusing! Let me help clear this up. When you have a disqualifying disposition (selling before meeting the holding requirements), you'll have two components to consider: ordinary income and capital gain/loss. For the ordinary income portion, you report the LESSER of: 1) the actual gain from the sale, or 2) the spread at exercise (FMV minus exercise price). So in your case, since you sold at $52 and exercised at $23, your gain is $29 per share. The spread at exercise was $45 ($68 - $23). Since $29 is less than $45, you'd report $29 per share as ordinary income. The capital gain portion would be zero in this case since all of your gain is being taxed as ordinary income. If you had sold for more than $68, you would have had some capital gains too. Make sure to report this on your tax return correctly - your employer might include some of this on your W-2, or you might need to report it yourself.

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Wait, I thought with ISOs you always report the difference between FMV at exercise and exercise price as compensation income for a disqualifying disposition? And then any additional gain or loss would be capital? I'm confused now because that's what my accountant told me.

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You're thinking of Non-Qualified Stock Options (NSOs), where the spread at exercise is always ordinary income. For ISOs with a disqualifying disposition, the rule is different. For ISO disqualifying dispositions, the ordinary income portion is limited to the lesser of the actual gain or the spread at exercise. The IRS doesn't want to tax you on phantom income you never received. So if you exercise at $23, the FMV was $68, but you only managed to sell at $52, your ordinary income is limited to your actual gain of $29 per share ($52 - $23).

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After struggling with the exact same ISO tax situation last year, I found an amazing tool called taxr.ai (https://taxr.ai) that completely saved me. I was also confused about how to report my disqualifying disposition when I sold below the FMV at exercise. What's great about taxr.ai is you can upload your stock option documents and it will analyze all the tax implications for you. Their ISO calculator specifically handles disqualifying dispositions and shows you exactly what to report as ordinary income vs. capital gains/losses. It even generates the right values for your tax forms. I was especially impressed with how it explained the "lesser of" rule that applies to these weird cases where you sell below the FMV at exercise. Saved me hours of research and probably an expensive call with my accountant.

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Does it handle AMT adjustments too? That's what always trips me up with ISOs. And can it integrate with the other tax software I'm already using?

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I'm a bit skeptical about these tax tools. How accurate is it compared to what an actual tax professional would tell you? I've had bad experiences with automated tax stuff misinterpreting my situation before.

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Yes, it absolutely handles AMT calculations and adjustments. It actually shows you a side-by-side comparison of your regular tax liability versus your AMT liability with the ISO exercise factored in. You can export reports that can be imported into most major tax software, or just use the information to manually enter it correctly. The accuracy has been spot-on in my experience. They have actual tax professionals who develop and maintain the algorithms. What makes it different is that it's specifically designed for equity compensation, not general tax preparation. My accountant actually verified the calculations and was impressed with how it handled some of the edge cases like selling below FMV.

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I initially asked about taxr.ai and wanted to share that I ended up trying it out. Honestly, it was a game-changer for my ISO situation. I had multiple tranches of stock options with different exercise dates and prices, and was completely lost on how to calculate everything correctly. The AMT calculator was especially helpful - it showed me exactly how my disqualifying disposition affected my AMT liability (it actually reduced it compared to if I had held longer). Plus the explanation of the bargain element being limited to actual gain in my case made so much sense once I saw it visualized. What surprised me most was how it handled my specific situation where I sold some shares below FMV - it correctly limited the ordinary income portion and even showed the IRS references for why. Definitely worth checking out if you're dealing with ISO tax confusion.

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After dealing with ISO tax nightmares for years, I found that getting direct help from the IRS was actually the best solution. But as we all know, getting through to an actual human at the IRS is practically impossible. I spent DAYS on hold until I discovered Claimyr (https://claimyr.com). They have this service where they navigate the IRS phone tree for you and only call you when they have an actual IRS agent on the line. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c I had specific questions about my disqualifying disposition reporting that weren't clearly addressed in any IRS publication, and the agent I spoke with gave me definitive answers straight from their internal guidelines. Totally worth it for the peace of mind knowing I was filing correctly.

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How does this actually work? Do you have to give them your personal information? Sounds kind of sketchy to have a third party calling the IRS on my behalf.

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Come on, this sounds like a complete scam. Why would I pay someone else to call the IRS for me? And why would the IRS even talk to someone else about my tax situation? I seriously doubt this works as advertised.

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They don't actually call on your behalf - they just navigate the hold system and phone tree. You're only connected once there's an actual IRS agent on the line, so you're the one talking directly to the IRS. You don't need to provide them any sensitive personal information. It really just saves you from waiting on hold for hours. I'm not exaggerating when I say I spent over 5 hours on hold before giving up my previous attempt. With Claimyr, I was speaking with an actual IRS agent within 15 minutes of getting their call. They basically use technology to constantly redial and navigate the menus until they get through.

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I want to apologize for my skepticism earlier. After attempting to call the IRS directly about my ISO disposition issues and spending literally 3 hours on hold only to be disconnected, I decided to try Claimyr out of desperation. I was completely shocked when they called me back in about 20 minutes with an actual IRS tax specialist on the line. The agent walked me through exactly how to report my disqualifying disposition on Form 8949 and Schedule D, and confirmed the "lesser of" rule that others mentioned here. For anyone dealing with this ISO issue - getting the official word directly from the IRS gave me so much peace of mind. No more guessing or relying on potentially outdated information online. And not having to wait on hold for hours was absolutely worth it.

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Don't forget you'll need to check whether your employer already reported some of this income on your W-2! This is a common mistake people make with disqualifying dispositions. If your employer included the spread at exercise ($45/share in your case) in your W-2 income, but your actual reportable income should only be $29/share based on the "lesser of" rule, you'll need to make an adjustment on your tax return. Otherwise you could end up paying tax on phantom income. Check box 12 of your W-2 with code V - if there's an amount there, your employer reported the ISO exercise. You may need to file Form 8949 with an adjustment code to avoid double taxation.

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I just checked my W-2 and you're right - they did include the full spread in Box 12 with code V! That's $45 per share, even though I only realized $29 in actual gain. How exactly do I make that adjustment? Will tax software handle this automatically?

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Most tax software doesn't handle this situation automatically - you'll need to manually adjust it. On Form 8949, you'll report the sale normally but use adjustment code "B" to subtract the difference between what was reported on your W-2 and your actual gain. So you'd report the full amount from your W-2 as included in income ($45/share), then use code B to adjust it down by $16/share (the difference between the $45 reported and the $29 actual gain). This prevents you from paying tax on money you never received. I recommend double-checking this with a tax professional familiar with equity compensation since it's a somewhat unusual scenario, but this approach aligns with IRS guidance for these situations.

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Has anyone dealt with the AMT implications of ISOs even with a disqualifying disposition? I exercised some ISOs last year but had to sell a few months later below the FMV at exercise, and I'm trying to figure out if I still need to worry about AMT.

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With a disqualifying disposition, the AMT adjustment for ISOs essentially disappears. Since you're already recognizing ordinary income (the lesser of your actual gain or the spread at exercise), there's no preference item to trigger AMT. The AMT trap is mainly for people who exercise and hold past the calendar year. When you have a disqualifying disposition in the same year as exercise, you usually don't have to worry about AMT on those specific shares.

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Thanks everyone for the detailed explanations! This thread has been incredibly helpful. I just wanted to add one more consideration that caught me off guard when I dealt with a similar ISO disqualifying disposition situation. Make sure to keep detailed records of your exercise date, FMV at exercise, exercise price, sale date, and sale price for each batch of shares. The IRS may want documentation to support your calculations, especially when you're claiming the "lesser of" rule applies. Also, if you exercised ISOs across multiple tax years but sold in a single year, each batch needs to be calculated separately. I made the mistake of averaging everything together initially, which would have resulted in incorrect tax treatment. One last tip - if you're doing this manually, double-check your math on the ordinary income calculation. It's easy to accidentally use the spread at exercise instead of your actual gain when the sale price is below FMV at exercise. The difference can be significant on your tax bill!

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This is such great advice about keeping detailed records! I learned this the hard way when I got audited on my ISO transactions. The IRS wanted to see everything - brokerage statements, option grant agreements, exercise confirmations, and even emails from my company's stock plan administrator. One thing I'd add is to also document the source of your FMV at exercise date. If your company uses a third-party valuation or if it's based on the closing price of publicly traded stock, keep that documentation too. The IRS wants to verify that the FMV you're using is legitimate and not just a number you picked. Also, if anyone is using tax software, make sure it's actually calculating the "lesser of" rule correctly for disqualifying dispositions. I found that some of the basic tax prep software doesn't handle this scenario properly and just assumes all ISO exercises result in the full spread being taxed as ordinary income.

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