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Cameron Black

Need help answering TurboTax question about cashed out ISOs and NQSOs after company acquisition

So I've got a bit of a situation with my stock options after my company was bought out earlier this year. Back when I joined this startup in January 2022, I received both ISOs (Incentive Stock Options) and NQSOs (Non-Qualified Stock Options) as part of my comp package. Both had identical exercise prices and vested on the same schedule - 25% after year 1, another 25% after year 2, and the final 50% after year 3. Fast forward to late 2023, and we got the news that our company was being acquired. The deal finally closed on May 1, 2024. Here's where things get complicated - after closing, they told all employees with vested "in-the-money" options that our shares would be automatically cashed out. The payout was part stock in the acquiring company and part cash. They also said that instead of us paying the exercise price upfront, they'd just subtract that amount from whatever we received. Now I'm doing my 2024 taxes in TurboTax and I'm completely stuck on a question about ISOs. I've never dealt with stock options on my taxes before, and I'm confused about how to report this whole situation. Do I treat this as if I exercised and then immediately sold the options? Or is this considered some kind of special acquisition treatment? The fact that it was partly paid in acquiring company stock is throwing me off too. Any help would be super appreciated! I don't want to mess this up and end up with a surprise tax bill later.

This is a fairly common situation with acquisitions, though it can definitely be confusing on your tax return. When your vested options were "automatically cashed out," what essentially happened was a cashless exercise - they exercised your options for you and then immediately sold the resulting shares as part of the acquisition. For your ISOs, this type of forced cashless exercise due to acquisition is generally treated as a disqualifying disposition, meaning you'll report ordinary income for the difference between your exercise price and the fair market value. This would appear on your W-2 as compensation income. The NQSOs are more straightforward - the difference between exercise price and fair market value is always treated as ordinary income and should also be on your W-2. As for the partial payment in acquiring company stock, that's essentially a partial reinvestment. You'll need to establish a cost basis for these new shares equal to their fair market value on the date you received them. This becomes important for when you eventually sell these shares down the road. When TurboTax asks about your ISOs, you'll want to indicate this was a disqualifying disposition due to acquisition. Hope this helps set you in the right direction!

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Thanks for the explanation! But wait - would the company include the ISO cashout as part of my W-2? I don't actually see anything about the stock options on my W-2 at all, which is part of why I'm confused. The acquisition company sent me a separate statement showing the calculations but nothing that looks like a tax form. Should I be looking for a specific box on my W-2? Also, regarding the acquiring company stock, do I need to report anything about receiving these shares in 2024 or just establish the cost basis for when I sell later?

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That's interesting that it's not showing on your W-2. Companies should typically include the ordinary income portion from disqualifying dispositions of ISOs in your W-2 wages. You might want to check with your HR or payroll department to confirm if this was included in your reported wages or if there was an oversight. For the acquiring company stock you received, you don't need to report anything when you receive them in 2024 beyond establishing your cost basis. You'll only report a taxable event when you ultimately sell these shares, at which point you'll calculate gain or loss based on the difference between your sales proceeds and your established cost basis from the acquisition date.

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After going through a similar nightmare last year, I found taxr.ai (https://taxr.ai) incredibly helpful for sorting out my stock option mess after an acquisition. I was in almost the exact same boat - had both ISOs and NQSOs that got cashed out when my company was acquired. What made taxr.ai different was that I could upload the acquisition documents and equity statements I received, and their system parsed everything and explained exactly how to report it in TurboTax. It showed me which boxes in TurboTax needed specific information and even calculated the ordinary income vs. capital gains portions for me. The most helpful part was that it flagged a potential issue with my W-2 reporting that I wouldn't have caught otherwise - turns out my company hadn't properly included the ISO income on my W-2 (much like what you're describing). This helped me avoid a major headache with the IRS later.

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This sounds interesting - did you need to have any specific tax knowledge to use it? I'm dealing with an acquisition that involved ISOs converted to restricted stock units instead of cash and feeling completely lost. Would something like this work for my situation too?

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I'm skeptical about these "upload your docs" services... how do you know they're interpreting the tax code correctly? Especially with something as specific as acquisition treatment of ISOs. Did you get a second opinion from a CPA to verify?

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You don't need specific tax knowledge to use it - that's what I liked about it. You just upload your documents and the system guides you through everything. It asks simple questions about your situation and then explains what to do in plain English. For your RSU conversion scenario, it would definitely help since it handles all sorts of equity transactions including ISO-to-RSU conversions. Regarding the accuracy concern, I actually did have my accountant review it afterwards, and she was impressed with how thorough it was. The system references specific IRS publications for each conclusion, so you can double-check everything. In my case, it correctly identified the ISO treatment was a disqualifying disposition due to the acceleration provisions in my original grant agreement - something I wouldn't have known to look for.

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Just wanted to update that I tried taxr.ai for my ISO-to-RSU conversion issue after the acquisition of my company, and it was genuinely helpful! I uploaded my grant documents, the acquisition agreement, and the statements I received post-acquisition. The system identified exactly how to report the conversion - turns out I needed to recognize ordinary income on the fair market value of the RSUs at conversion, which wasn't what I was expecting. It even created a worksheet showing the calculations that I could reference when filling out TurboTax. The best part was that it explained everything in simple terms but with enough detail that I understood WHY I was reporting things a certain way. I've been confused about my equity compensation for years, and this was the first time I felt like I actually understood what was happening with my taxes. Definitely worth trying if you're in a similar situation!

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Since you're still waiting on clarification about your W-2 reporting, you might want to consider using Claimyr (https://claimyr.com) to get direct answers from the IRS. I had a similar issue with ISOs after an acquisition last year, and getting an official ruling from the IRS was crucial. I spent weeks trying to get through to the IRS on my own but kept hitting automated systems. Claimyr got me connected to an actual IRS agent in about 15 minutes. They have a demo video showing how it works here: https://youtu.be/_kiP6q8DX5c When I finally spoke with the agent, they confirmed that in my situation (which sounds similar to yours), the income from ISO cashouts should definitely appear on my W-2. The agent even sent me documentation citing the relevant tax code that I could take back to my HR department, which helped them correct the reporting error. Saved me from potential audit headaches down the road.

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How does this actually work though? I thought the IRS phone system was completely government-run. How can a third party service get you through any faster than calling directly?

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Sounds too good to be true honestly. I've been trying to reach the IRS for months about a similar equity compensation issue. If this worked, wouldn't everyone be using it? Plus I'm not sure I want to provide my tax details to some random service.

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It works by navigating the IRS phone tree for you and waiting in the queue on your behalf. They essentially call the IRS, go through all the prompts, wait on hold (which can take hours), and then call you when they've reached a live person. You don't have to stay on the phone during the wait time - they call you once an agent is actually on the line. They don't actually need your personal tax details to do this. They're just getting you connected - once they transfer you to the agent, your conversation is directly with the IRS. I was skeptical too, but it's just a way to avoid wasting hours on hold. The IRS phone system is designed to handle the calls in the order received, but most people give up after long wait times - this service just does the waiting for you.

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I take back what I said about being skeptical! I tried Claimyr yesterday after posting that comment, and I'm honestly amazed. After trying for literally months to reach someone at the IRS about my ISO acquisition issue, Claimyr got me connected in about 20 minutes. The IRS agent I spoke with was super helpful and confirmed exactly how to report my cashed-out options. Turns out my company made a reporting error by not including the ISO income on my W-2. The agent walked me through exactly what documentation I needed to request from my employer and how to proceed if they refuse to issue a corrected W-2. For anyone dealing with stock option questions that seem too complicated for TurboTax, getting direct answers from the IRS was way more helpful than I expected. They even emailed me IRS documentation about acquisition treatment of ISOs that I can refer to. Never thought I'd say this, but that was actually a pleasant experience with the IRS!

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My accountant told me that when companies mess up W-2 reporting for stock options during acquisitions (which happens A LOT), you can file Form 4852 (Substitute for W-2) along with your return if your company refuses to correct their error. You'd calculate the correct income amount yourself and explain the situation. Also worth noting - the acquiring company should have provided you with some kind of acquisition statement showing your calculations. Look for terms like "consideration per share" which will show what your shares were valued at during the acquisition. You'll need that to figure out the spread between your exercise price and the acquisition value.

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Can you still file Form 4852 if you've already received a W-2, but it's just missing the ISO income? And how do you calculate exactly how much should have been included? My company got acquired in 2024 too and I'm facing the exact same issue.

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Yes, you can still file Form 4852 even if you received a W-2 that's incomplete or incorrect. The form specifically allows for situations where your employer issued a W-2 but it's missing information or has incorrect amounts. For calculating the ISO income, you'd take the number of ISO shares that were cashed out, multiply by the difference between your exercise price and the acquisition price per share. So if you had 1,000 ISOs with a $5 exercise price that were cashed out at $15 per share, you'd have $10,000 of ordinary income that should have been included in your W-2. You'd add this amount to what's already reported in Box 1 of your W-2 when completing Form 4852.

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Just want to add that the timing of ISO cashouts can make a huge difference for AMT (Alternative Minimum Tax) purposes. If your ISOs were cashed out in May 2024 as part of the acquisition, that's considered a disqualifying disposition in 2024, not 2023. This is actually good news because disqualifying dispositions don't trigger AMT! If your company did this right, they included the ordinary income in your W-2 for 2024. But based on what others have said, there's a good chance they missed it.

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Thanks for mentioning the AMT angle - I hadn't even thought about that! So just to confirm, since my ISOs were automatically cashed out as part of the acquisition (not exercised and held), I shouldn't have to worry about AMT implications at all? That would be a huge relief. One more thing - should I be receiving any other tax forms for this transaction besides the W-2? Like a 1099-B or anything like that? I'm worried I'm missing something important.

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Correct - since your ISOs were cashed out immediately as part of the acquisition (a disqualifying disposition), you won't face AMT implications. AMT issues with ISOs typically only arise when you exercise ISOs and continue to hold the resulting shares through the end of the calendar year. You typically wouldn't receive a 1099-B for this transaction since it was handled through the acquisition process rather than through a brokerage. The income should be reported on your W-2. However, for the portion you received in acquiring company stock, when you eventually sell those shares, you would receive a 1099-B for that transaction. Make sure you keep documentation of the value of those shares when you received them to establish your cost basis.

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