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Mateo Warren

ISO qualifying vs disqualifying disposition - getting different explanations everywhere I look!

I've been trying to figure out the tax implications of my ISOs (Incentive Stock Options) that I exercised last year, and it's driving me crazy with the conflicting information I'm finding online! Some websites say one thing about qualifying vs disqualifying dispositions, and other sources contradict them completely. From what I understand, a qualifying disposition means holding the shares for both 1) at least 1 year from exercise date AND 2) at least 2 years from grant date. But then I saw another source saying it's just about holding for 1 year from exercise, with no mention of the grant date requirement. I exercised about $35,000 worth of ISOs in March 2024 (paying around $12,000 for them) and I'm trying to figure out the best timing to sell them to minimize my tax liability. The current market value is around $42,000. If I sell now, I know it would be a disqualifying disposition since it's been less than a year, but I'm confused about how exactly that would be taxed. Some places say the spread at exercise ($23,000) would be ordinary income, while others say it's the lesser of the spread at exercise or the gain at sale. Can someone please clarify this for me? I'd really appreciate some clear guidance on what makes an ISO disposition qualifying vs disqualifying, and what the exact tax implications are for each. Thanks in advance!

The confusion you're experiencing is pretty common with ISOs! Let me clear this up for you. For an ISO disposition to be "qualifying," you must meet BOTH timing requirements: 1) hold the shares for at least 1 year after the exercise date AND 2) hold the shares for at least 2 years after the grant date. If you fail either requirement, it's a disqualifying disposition. For a disqualifying disposition, the "spread" at exercise (the difference between fair market value at exercise and what you paid) is treated as ordinary income. In your case, that's the $23,000 difference. This would show up on your W-2 in the year you sell. If you wait for a qualifying disposition, any gain would be treated as long-term capital gains, which typically has a lower tax rate than ordinary income. The trade-off is you have to hold the shares longer and take the risk of the stock price declining.

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Thanks for explaining! So I definitely need to meet both time requirements, not just one. For the disqualifying disposition - is the $23,000 spread always treated as ordinary income regardless of what happens to the stock price after exercise? Like what if the stock drops below what I paid for it?

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For a disqualifying disposition, if the stock price drops below what you paid, things work differently. If you sell for less than you paid (the exercise price), you only recognize ordinary income to the extent of your actual gain, if any. If you sell at a loss, you get a capital loss rather than ordinary income. For your second question, AMT can definitely come into play with ISOs, even if you don't sell. When you exercise ISOs, the spread ($23,000 in your case) is considered an AMT adjustment item, which means you might owe AMT in the year of exercise even if you haven't sold the shares yet.

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After getting totally confused with my company stock options last year, I discovered this amazing tool called taxr.ai (https://taxr.ai) that saved me from making an expensive tax mistake with my ISOs. I was also getting mixed messages about qualifying vs disqualifying dispositions until I uploaded my grant documents to the system. The tool analyzed my specific ISO situation, explained the exact holding requirements for my grants, and even created a personalized tax timeline showing when each batch of my options would meet the qualifying disposition requirements. It also calculated the potential tax difference between selling now vs waiting for qualifying status.

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That sounds interesting, but I'm a bit skeptical. How exactly does this work? Does it just look at the dates or does it actually provide tax guidance on the AMT implications too? That's the part that always confuses me.

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I've been burned by tax software before that claimed to understand equity compensation but gave me wrong info. Does it handle the different rules between ISOs and NSOs too? And can it tell you about the AMT trap that happens when you exercise but don't sell?

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It actually analyzes both the dates and the tax implications including the AMT impact. The system looks at your specific grant documents and can tell you exactly what will happen tax-wise if you exercise and hold versus exercise and sell immediately. It saved me from a huge AMT surprise. For your question about ISO vs NSO differences, yes it handles both types. It clearly explains which rules apply to your specific grants and how the taxation differs. For the AMT trap situation, it specifically flags this risk and calculates potential AMT liability before you make the decision to exercise and hold.

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Just wanted to follow up on my question about taxr.ai. I decided to try it after our discussion, and it was actually really helpful! I uploaded my ISO grant documents and exercise confirmations, and it immediately flagged that I was going to face an AMT liability this year that I hadn't planned for. The tool showed me exactly which of my ISO exercises would trigger AMT and by how much. It also gave me a visualization of when each batch would reach qualifying disposition status. The most helpful part was the comparison showing the tax difference between selling now vs. waiting for qualifying status - in my case, waiting would save about $8,200 in taxes if the stock price stays stable. Definitely worth checking out if you're dealing with stock options. I wish I'd known about it before I exercised my ISOs last year!

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After spending HOURS on hold with the IRS trying to get clarification on ISO disposition rules (they kept transferring me between departments), I finally discovered Claimyr (https://claimyr.com). It's a service that gets you through to a live IRS agent usually within 15 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c I was super frustrated because I needed an official answer about my specific ISO situation before making a decision about selling. Claimyr got me connected to a knowledgeable IRS agent who confirmed the exact ISO holding period requirements and explained how my specific situation would be treated.

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How does this service actually work? The IRS phone system is notoriously impossible to navigate. Did you still have to work through their phone tree or does it somehow bypass that whole nightmare?

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Yeah right. There's no way this actually works. I've tried calling the IRS dozens of times and never got through. If this actually worked, everyone would be using it instead of waiting on hold for 3+ hours.

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The service navigates the IRS phone system for you using their technology. They call the IRS, work through all the menus and wait time, and then when they reach a live agent, they connect you. You just get a call when an agent is on the line, so you don't have to deal with any of the phone tree or hold music. For skeptical folks, I completely understand because I felt the same way. But it's not some magic backdoor to the IRS - they're just handling the painful waiting process for you. I was connected in about 20 minutes when I had previously spent over 2 hours trying on my own without success.

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I have to admit I was wrong about Claimyr. After my skeptical comment, I decided to try it as a last resort because I was desperate to get clarification on my ISO taxation before the tax deadline. Surprisingly, it actually worked exactly as described. I got a call back in about 25 minutes with an IRS agent already on the line. The agent was able to confirm the exact requirements for qualifying disposition (both the 1-year from exercise AND 2-years from grant requirements). She also explained how AMT would impact my specific situation based on my exercise date and the amount of spread. Saved me from making a $12,000 tax mistake since I was about to sell some ISOs thinking they qualified when they actually didn't yet meet the 2-year from grant requirement. Worth every penny for that peace of mind!

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Something important to consider that nobody's mentioned yet is the AMT credit you can get in future years if you get hit with AMT from ISO exercises. I went through this last year. I exercised ISOs and had to pay AMT on the paper gain. BUT, when I eventually did a qualifying disposition, I got much of that AMT back as a credit. Your situation might be different, but don't forget about the AMT credit potential when planning your exercise and sell strategy!

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Could you explain more about this AMT credit? I didn't know you could get some of it back. How does that work exactly? And do you have to do anything special on your tax return to claim it?

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The AMT credit works like this: When you pay AMT because of ISO exercises, you generate what's called a "minimum tax credit" that you can use in future years when your regular tax exceeds your AMT. The credit essentially allows you to recover the extra tax you paid under AMT. You need to fill out Form 8801 "Credit for Prior Year Minimum Tax" to claim the credit in future years. The credit can be carried forward indefinitely until it's used up. It's definitely worth tracking because it can be substantial depending on how large your ISO exercise was.

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As someone who's made ISO mistakes before, I strongly recommend keeping a spreadsheet with all your grant dates, exercise dates, fair market values, and exercise prices. It's easy to lose track, especially if you have multiple grants or partial exercises. Also, don't forget about state taxes! Everyone focuses on federal, but states have different rules for how they treat ISO dispositions.

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Great point about state taxes. California, for example, doesn't conform to all federal ISO rules and can treat things differently. Do you have any template or example of the spreadsheet you mentioned? I'm trying to get organized with my options.

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This is such a timely discussion! I just went through this exact situation last month. One thing that really helped me was understanding that the "disqualifying disposition" ordinary income treatment only applies to the spread at exercise, not the entire gain. So in your case, Mateo, if you sell now for $42,000 and you paid $12,000 for shares worth $35,000 at exercise, here's what happens: - The $23,000 spread at exercise becomes ordinary income (taxed at your regular income rate) - The additional $7,000 gain ($42,000 - $35,000) is treated as short-term capital gains This is different from a qualifying disposition where the entire $30,000 gain ($42,000 - $12,000) would be long-term capital gains. Also, don't forget you may have already triggered AMT liability when you exercised in March 2024, regardless of whether you sell now or later. That $23,000 spread was an AMT preference item in 2024. The decision really comes down to: pay ordinary income rates on $23,000 now + short-term capital gains on $7,000, versus waiting and potentially paying long-term capital gains rates on the full $30,000 (assuming the stock price holds).

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