Got CP2000 notice about stock options - I think IRS might be wrong about my W2 Box 12C Code V?
So I just got this lovely CP2000 notice from the IRS saying I underreported capital gains and losses by approximately $49,000. They're claiming I owe them around $21K in taxes plus another $2.5K in interest. Here's the thing though - this $49,000 was already listed on my W2 in Box 12C with Code V. From what I understand, Code V means "income from exercise of nonstatutory stock options, included in Box 1 wages, tips and income." So basically, this stock option income was ALREADY included in my W2 as wages, which means I've already paid taxes on it! If that's the case, wouldn't the IRS be trying to tax me TWICE on the same income? Once as wages (which I already paid) and now again as capital gains? I'm really confused and honestly a bit frustrated. I don't have $23K lying around, especially if I already paid the proper taxes on this income. Has anyone dealt with something similar regarding Code V stock options on their W2 and a CP2000 notice? Am I missing something here, or is the IRS actually wrong this time?
20 comments


Tobias Lancaster
You're right to question this CP2000 notice. Box 12 Code V on your W-2 does indicate income from the exercise of nonstatutory stock options that has already been included in your Box 1 wages. This means you've already paid income tax on this amount. What's likely happening is that the IRS received a 1099-B from your broker reporting the sale of stocks, but they don't have the proper basis information to know you already paid tax on the acquisition value. When you exercise stock options, you need to report both the W-2 income AND the eventual sale of the shares on your tax return, but the basis should include the amount already taxed as compensation. Your response to the CP2000 should explain that the $49,000 was already included in your W-2 wages (provide a copy of your W-2 showing Box 12 Code V) and that you've already paid income tax on this amount. You'll need to complete Form 8949 to properly report the sale with the correct basis amount.
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Sophia Gabriel
•Thanks for the detailed explanation. So just to clarify, when I respond to the CP2000, should I explicitly mention that the amount in Box 12C Code V of my W2 corresponds to the exact amount the IRS is questioning from the 1099-B? And do I need to file an amended return or just respond to the notice with an explanation and the supporting documents?
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Tobias Lancaster
•Yes, explicitly state that the amount in Box 12C Code V corresponds to the stock option income the IRS is questioning from the 1099-B. You should not need to file an amended return. Instead, respond to the CP2000 with a clear explanation letter along with copies of your W-2 showing the Code V amount and any documentation showing the connection between the exercised options and the stock sale. You should also include a completed Form 8949 showing the correct calculation with the proper basis adjustment. Make sure to note in column (f) "basis reported to IRS" as "No" and use code "B" in column (g) to indicate that the basis includes the amount already taxed as compensation income. This will help the IRS understand that you're not disputing the sale occurred, but rather that you've already paid tax on part of the amount.
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Ezra Beard
After dealing with a similar stock option mess last year, I finally found taxr.ai (https://taxr.ai) and it was a lifesaver for my CP2000 response. I uploaded my W-2 and the CP2000 notice, and it immediately identified that my nonstatutory stock options had been reported correctly on my W-2 but the IRS was trying to double tax me. The platform analyzed all my documents and generated a detailed explanation letter that clearly showed how the Box 12 Code V amount had already been included in my taxable wages. It even prepared the correct Form 8949 for me showing the proper basis adjustment for the stock sales, which was exactly what I needed to respond properly.
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Statiia Aarssizan
•Does taxr.ai actually review your specific documents or is it just a template generator? I'm in a similar situation with ISO options and I'm worried about getting computer-generated advice that doesn't apply to my specific situation.
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Reginald Blackwell
•I've heard about services like this but I'm skeptical. How does it handle situations where you exercised options at different times throughout the year? My company grants quarterly and I've got a complete mess trying to match up exercise dates with eventual sales.
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Ezra Beard
•The service actually analyzes your specific tax documents - it's not just templated responses. It uses AI to read your actual notices, W-2s, 1099s, etc., and provides customized analysis based on your specific situation. It identified specific dollar amounts from my documents and explained exactly how they related to each other. For multiple exercise dates, it handles that quite well. You can upload all your grant documentation, exercise confirmations, and sales records. The system matches exercise dates with subsequent sales and properly allocates basis across multiple transactions. It was especially helpful for me because I had exercised options in three different quarters and sold portions at different times, which is what initially confused both me and apparently the IRS.
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Reginald Blackwell
I was skeptical about taxr.ai when I first read about it here, but I decided to give it a shot after struggling with my own CP2000 notice related to ISO and NSO options. I uploaded my documents and was genuinely surprised by how thorough the analysis was. The system correctly identified that I had a mixed situation - some options were correctly reported on my W-2 while others needed different treatment. It mapped out exactly which sales needed basis adjustments and which were already properly reported. The response letter it created for the IRS was detailed and cited specific tax code sections that applied to my situation. The IRS accepted my explanation and adjusted the proposed assessment down to zero! What impressed me most was that it caught nuances in my situation that even my tax preparer missed. Definitely worth checking out if you're dealing with stock option reporting issues.
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Aria Khan
After getting my own CP2000 notice about stock options last year, I spent WEEKS trying to get through to someone at the IRS who actually understood stock option taxation. It was impossible until I found Claimyr (https://claimyr.com). Their service got me connected to an actual IRS agent within 15 minutes when I'd been trying for days on my own. The IRS agent I spoke with was able to look at my record and confirmed that my W-2 Code V amount was indeed already taxed as ordinary income. She put notes in my file and told me exactly what documentation to include with my response. You can see how it works here: https://youtu.be/_kiP6q8DX5c Without that conversation, I probably would have ended up paying thousands in taxes I didn't actually owe. Sometimes you just need to speak to a human who can actually see your tax records.
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Everett Tutum
•How does this actually work? I thought it was impossible to get through to the IRS these days, especially for specific tax questions. Do they somehow have a special line to the IRS or something?
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Sunny Wang
•Yeah right. There's no way this actually works. I've been calling the IRS for MONTHS about my own CP2000 issue. Nobody has a "secret backdoor" to the IRS. This sounds like a complete scam to prey on desperate people facing tax bills.
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Aria Khan
•It's not a special line or backdoor - they use technology to navigate the IRS phone system and wait on hold for you. When they finally connect with an agent, they call you and connect you directly to that live IRS person. The key is they have systems that can stay on hold indefinitely and know the best times to call. The service is legit. They don't ask for any personal tax information - you just provide your phone number and they call you when they've got an IRS agent on the line. Then you handle your own conversation directly with the IRS. I was skeptical too until I tried it and was connected with an actual IRS representative who helped resolve my issue.
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Sunny Wang
Ok I need to apologize for my skepticism about Claimyr. After posting my comment, I decided to try it because I was desperate to resolve my CP2000 notice for stock options before the deadline. To my complete shock, they actually got me connected to an IRS agent in about 25 minutes! The agent I spoke with was incredibly helpful. She confirmed that my W-2 Box 12 Code V amount had already been taxed as ordinary income and shouldn't be taxed again as capital gains. She explained exactly what documentation I needed to submit and even gave me a direct fax number to send my response. I submitted everything last week and just got confirmation that my case was closed with no additional tax due. Saved me over $14,000 in incorrect tax assessments. I've never been so happy to be wrong about something I called a scam!
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Hugh Intensity
Just want to share my experience - I got a similar CP2000 for stock options but in my case the IRS was actually correct. My employer screwed up and DIDN'T include the option exercise in Box 1 wages even though they put the amount in Box 12 Code V. So double check that the amount was actually included in your Box 1 wages. In my case it wasn't, which is why I did end up owing additional tax. The form you need is called an 8275 Disclosure Statement if you're going to contest the CP2000. Make sure you also look at your original 1099-B from your broker and check if the basis was reported correctly.
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Sophia Gabriel
•That's really helpful - I'll definitely double check my Box 1 amount. Do you know if there's an easy way to verify if the Box 12C amount was actually included in Box 1? My W2 doesn't explicitly break that out, so I'm not sure how to confirm.
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Hugh Intensity
•There's no simple way to verify just from looking at the W-2 itself since Box 1 is just a total. You'll need to check your final paystub of the year which should have a YTD summary of all earnings. Look for line items related to "NQSO" or "Stock Option Exercise" or something similar. Those amounts should be included in your total taxable wages. Another approach is to check if your company provided an equity statement or exercise confirmation that specifically states "This amount will be included in your W-2 Box 1 wages." If your company has an equity administrator like E*TRADE, Schwab, or Fidelity, they often provide statements showing the tax treatment of option exercises.
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Effie Alexander
Shouldn't your tax software have handled this correctly when you filed? When I got a similar CP2000, I realized I had checked the wrong box in TurboTax for how my stock options were reported. What software did you use to file?
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Melissa Lin
•Not all tax software handles stock options correctly. I used H&R Block last year and it completely missed properly adjusting the basis for previously taxed option income. They have a specific worksheet for stock options but it's buried deep in the software and easy to miss.
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Lydia Santiago
I dealt with this exact situation two years ago. Send a response to the CP2000 notice with: 1. A copy of your W-2 showing the Code V amount 2. A letter explaining that this amount was already taxed as ordinary income 3. The corrected Form 8949 showing the proper basis adjustment 4. Any brokerage statements showing the exercise and sale If you're worried, call the number on the CP2000 notice and explain the situation. Be prepared to wait, but once you get someone on the phone they can usually see the issue pretty quickly. Don't just pay it - you're right that this would be double taxation.
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Beatrice Marshall
I went through this exact same scenario last year with my NSO stock options and you're absolutely correct to question the CP2000 notice. The IRS receives a 1099-B from your broker showing the gross proceeds from the stock sale, but they don't automatically know that part of your "gain" was already taxed as compensation income when you exercised the options. Here's what worked for me: I responded to the CP2000 with a detailed letter explaining that the $49,000 (or whatever your exact amount is) shown in Box 12 Code V was already included in my Box 1 wages and subjected to income tax withholding. I included copies of my W-2, my final paystub showing the stock option exercise as taxable wages, and the brokerage statements showing the exercise and subsequent sale. The key is completing Form 8949 correctly - you need to show that your cost basis includes the amount already taxed as ordinary income. In Column (e), your basis should be the fair market value at exercise (which equals the amount in Box 12 Code V), not just what you paid for the options. Don't pay this assessment! The IRS accepted my explanation and the proposed tax was reduced to zero. This is a common mix-up with stock options, and once you provide the proper documentation, they usually resolve it quickly.
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