NQSO taxed over 50% - Is this tax rate normal for non-qualified stock options?
I'm working on my 2024 taxes, and both TurboTax and FreeTaxUSA are showing I owe about $12,500 extra for exercising and selling my non-qualified stock options through Shareworks by Morgan Stanley. I used their "exercise and sell to cover transaction" feature which automatically sold 315 of my 670 shares to cover the exercise cost including taxes. The taxes withheld upfront were $22,430.26, approximately 36% of my exercise gain. Looking at my 1099-B, the proceeds from selling those 315 shares were $33,589.87 (short term), with a cost basis of $4,985.55, which seems to be calculated using the Option Exercise Price Per Share ($15.83). I was expecting the cost basis for the sale to be based on the FMV @ Exercise ($106.63). If the tax software is right, I'll end up paying over $35,000 (55.6%) in taxes on $63,751.09 of compensation. That seems really high - is this correct? Details from my Exercise Confirmation: Option Exercise Price Per Share: $15.83 Sale Price per Share Sold: $106.63 FMV @ Exercise: $106.63 Option Cost: $10,606.10 Total Tax Amount Due: $22,430.26 Transaction Expense: $33,050.74 FMV x Exercise Quantity: $71,442.10 Less Total Option Exercise Price: $10,606.10 Exercise gain: $63,751.09 Taxable Compensation: $63,751.09
18 comments


Sophia Clark
This is actually correct, though it feels painful! With NQSOs, you're getting hit with taxes twice in a way. First, when you exercise the options, the difference between your exercise price ($15.83) and the FMV ($106.63) is treated as ordinary income - that's your $63,751.09 of taxable compensation. The withholding you saw at 36% was for this piece. Then when you sell the shares, you're taxed on any gains between your new cost basis (which is now the FMV when you exercised - $106.63) and the sale price. But since you sold immediately, there shouldn't be much if any additional capital gain there. What's happening in your tax software is that it's trying to calculate the capital gain on the shares you sold to cover costs. The 1099-B from your broker is showing the cost basis as the original option price ($15.83) rather than the FMV at exercise ($106.63), which is creating that second tax hit. This is a common reporting issue with NQSOs.
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Ryan Young
•Thanks for explaining. So are you saying this is a reporting error on the 1099-B from Morgan Stanley? Should I contact them to get it corrected, or is there something I need to adjust in the tax software? The idea of paying over 55% in total tax on this transaction seems extreme.
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Sophia Clark
•This is a very common issue with NQSOs. The broker reports the original strike price as the cost basis on the 1099-B, but you need to make an adjustment in your tax software. You should be able to enter an adjustment to the cost basis to reflect the FMV at exercise ($106.63 per share), which was already included in your W-2 income. Look for a section in your tax software that allows for "basis adjustments" or "Form 8949 adjustments." You'll need to enter code "B" for "Basis reported to the IRS is incorrect" and then enter the correct adjusted basis. This will prevent that income from being double-taxed. Once corrected, your total tax should be closer to that initial 36% withholding.
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Katherine Harris
I went through the exact same thing last year. I was staring at a ridiculous tax bill until I found out about https://taxr.ai which actually explained my stock option situation in plain English. The system analyzed my 1099-B and other documents and showed me I needed to make a basis adjustment in my tax software. What happens is that when you exercise NQSOs, the gain between your exercise price and market value is reported as income on your W-2. But then the 1099-B often uses the wrong cost basis, so you need to correct this or you'll be double-taxed. The software showed me exactly how to make this adjustment with the proper codes and amounts to enter.
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Madison Allen
•Did you have to upload all your documents to taxr.ai? I'm in a similar situation with Shareworks and I'm not sure I want to upload all my financial docs to some random website. How does it actually work?
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Joshua Wood
•How accurate was it? Did it tell you exactly what to enter in TurboTax? I'm using FreeTaxUSA and it's not clear to me where to make these adjustments.
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Katherine Harris
•You do need to upload the relevant documents, but they use bank-level encryption and don't store them longer than needed for analysis. They just scan them to extract the relevant information, then provide tailored guidance. I was skeptical too, but it was either that or pay thousands in unnecessary taxes. Yes, it was extremely accurate. It gave me step-by-step instructions specific to my tax software (I was using TurboTax). For FreeTaxUSA, it would show you exactly where to enter the Form 8949 adjustments. You basically need to find where you can adjust the cost basis of stock sales and enter code "B" with your adjusted basis amount. The tool shows you screenshots of where to find these fields in different tax programs.
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Joshua Wood
Just wanted to update that I tried taxr.ai and it actually worked! I was skeptical at first, but the system identified exactly what was wrong with my NQSO reporting in FreeTaxUSA. It showed me which form to use (Form 8949) and where to enter the adjustment code "B" to fix the cost basis. It even calculated the exact adjusted basis amount for me based on my documents. My tax bill went down by over $11,000 after making these changes. If anyone else is dealing with NQSOs and seeing ridiculously high tax rates, definitely look into making these cost basis adjustments. The income from the spread is already on your W-2, so you shouldn't be paying capital gains tax on that same amount.
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Justin Evans
I had this EXACT issue and I almost gave up trying to fix it. After ten calls to Morgan Stanley with no help, I finally got through to someone at the IRS who could explain the adjustment, but it took FOREVER to even reach a person. I wish I knew about https://claimyr.com back then - they get you through to an actual IRS agent instead of waiting on hold for hours. You can see how it works here: https://youtu.be/_kiP6q8DX5c The IRS actually confirmed that this NQSO double taxation issue is super common and they see it all the time. The agent walked me through exactly how to fill out Form 8949 to make the adjustment. Saved me thousands in taxes that I almost paid unnecessarily.
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Emily Parker
•How does this Claimyr thing actually work? Does it just put you on hold with the IRS or what? I've been trying to get through to someone for weeks about my NQSOs.
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Ezra Collins
•Yeah right. No way this actually works. I've tried calling the IRS multiple times and it's just "due to high call volume" then disconnect. No service can magically get you through that.
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Justin Evans
•It doesn't put you on hold - that's the point. They have some system that navigates the IRS phone tree and waits in the queue for you. When they finally get an agent on the line, you get a call back so you can speak directly with them. You don't have to sit there listening to hold music for 3 hours. It absolutely does work. I was skeptical too until I tried it. The IRS doesn't just disconnect everyone - they have a certain capacity they can handle. The service basically waits in line for you, so instead of you wasting half your day, you just get a call when an actual human is ready to talk. For complex tax issues like NQSO basis adjustments, sometimes you really need to speak to someone who knows the tax code.
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Ezra Collins
I have to admit I was wrong about Claimyr. After my skeptical comment, I was still desperate to fix my NQSO issue so I tried it. Got a call back with an actual IRS agent in about 90 minutes. The agent explained exactly how to handle the Form 8949 adjustment for my NQSOs and confirmed that the 1099-B from brokers often shows the wrong basis. My situation was almost identical - exercised NQSOs through Morgan Stanley, sold some to cover, and was looking at a massive tax bill. The IRS agent explained that I needed to use adjustment code B on Form 8949 and adjust the basis to the FMV on exercise date. This prevented the double taxation and saved me over $14,000. Worth every penny for the service.
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Victoria Scott
Here's exactly how to fix this in most tax software: 1. Find the section for capital gains / Schedule D 2. Look for Form 8949 adjustments or "adjust basis" 3. For the shares sold, enter adjustment code "B" 4. Calculate your adjustment amount: (FMV at exercise - original option price) × number of shares sold 5. Make sure the new adjusted basis matches FMV at exercise × shares sold This brings your cost basis up to the FMV at exercise, which is what you already paid ordinary income tax on (reported on your W-2). Without this adjustment, you're paying tax twice on the same income.
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Benjamin Johnson
•Thank you for these clear steps! Quick question - if my shares were sold at slightly different prices throughout the day (not all exactly at the FMV at exercise), does that change how I should calculate the adjustment?
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Victoria Scott
•No problem! If your shares were sold at slightly different prices throughout the day, that doesn't change how you calculate the basis adjustment. The adjustment is still (FMV at exercise - original option price) × number of shares sold. The selling prices will determine if you have any additional short-term capital gain or loss after the adjustment. For example, if FMV at exercise was $106.63, but some shares sold for $106.80 and others for $106.40, you'd have a small gain on some and small loss on others. But the basis adjustment calculation is the same regardless of the actual sale prices.
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Zara Perez
I have a slightly different situation - I exercised my NQSOs last year but held onto the shares instead of selling. Will I still need to make adjustments to my cost basis when I eventually sell? My broker is showing the original grant price as my basis.
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Sophia Clark
•Yes, you'll absolutely need to make the same type of adjustment when you eventually sell. The key is that when you exercised the options, you already paid ordinary income tax on the spread between your grant price and the FMV on exercise date. That spread was included in your W-2 income for the year you exercised. Your new cost basis becomes the FMV on the date you exercised, not the original grant price. When your broker issues a 1099-B after you sell, they'll likely show the original grant price as your basis, so you'll need to make that same Form 8949 adjustment to avoid being taxed twice on the same income. Keep good records of your exercise date and the FMV on that date!
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