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Mei Lin

Selling ESPP for a loss - tax implications when stock price falls below purchase price

I bought company stock through an ESPP program where the Grant Date Fair Market Value was $8.56, and with the 15% discount my actual purchase price came to $7.28 per share. The stock is now trading at only $7.69, which is above my discounted purchase price but below the original market value when granted. I'm planning to sell everything since I don't work at the company anymore and honestly don't believe in their future prospects. The problem is that my eTrade account is showing I'll take a loss on this transaction, which doesn't make sense to me since I'm selling above my purchase price ($7.28). I'm confused about the tax implications here. Will I still owe taxes even though the current price is below the original FMV? Or does the fact that I'm selling above my discounted purchase price mean something different tax-wise? Anyone deal with this situation before?

This is actually a common ESPP situation! When you sell ESPP shares, there are potentially two taxable components: the discount (which is ordinary income) and any additional gain/loss (capital gain/loss). Since you purchased at $7.28 (with the 15% discount from $8.56), the discount amount of $1.28 per share is considered compensation income. It should be reported on your W-2 if this was a qualifying disposition (held for required period), or will need to be reported as ordinary income if non-qualifying. For capital gains purposes, your cost basis is actually the FMV on grant date ($8.56), not your discounted purchase price. Since you're selling at $7.69, you actually have a capital loss of $0.87 per share ($8.56 - $7.69). You can use this capital loss to offset other capital gains or up to $3,000 of ordinary income per year. So you'll have both ordinary income from the discount and a capital loss from the decline in share price. The loss shown in your eTrade account is reflecting this capital loss portion.

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Wait I'm still confused. If they bought at $7.28 and are selling at $7.69, isn't that a gain? Why would the cost basis be $8.56 if they didn't actually pay that much? And would this be different if they'd held the shares longer?

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The confusion comes from how ESPP taxation works. While you physically paid $7.28, for tax purposes, the $1.28 discount is considered compensation income (like part of your salary). Your actual cost basis becomes the full FMV ($8.56) because you're already being taxed on the discount separately. This prevents double taxation. So economically, you're up $0.41 per share, but tax-wise, you have both ordinary income (the discount) and a capital loss (selling below FMV). And yes, holding period matters significantly. If this was a qualifying disposition (generally held at least 1 year from purchase and 2 years from offering date), you might have different tax treatment. For non-qualifying dispositions, the entire discount is ordinary income regardless of the selling price.

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I went through this exact headache with my ESPP shares last year! I finally found a solution using https://taxr.ai which saved me so much time. Their system analyzed my eTrade statements and broke down exactly how each lot of shares needed to be reported - both the ordinary income portion and the capital gain/loss portion. What I really liked is they explained how the disqualifying dispositions vs qualifying dispositions worked for each lot, since I had purchased shares at different times. Their report showed me exactly what numbers to put on which tax forms.

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How accurate was it though? My tax guy charges me like $75 extra just to deal with my ESPP sales and says it's complicated. Does this actually work for complicated scenarios like if you have multiple purchase dates and some qualifying/non-qualifying dispositions?

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I'm skeptical of these tax tools. Did it handle the AMT implications if there were any? And what about wash sale rules if you bought more shares within 30 days before or after selling at a loss?

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It was extremely accurate - I actually compared it with what my accountant did the previous year and it matched exactly. The tool correctly identified both the ordinary income component and the capital gain/loss for each lot of shares. For multiple purchase dates, it handles them perfectly - that's actually where it shines. It separates each lot with the correct purchase date, holding period, and tax treatment. It clearly labels which dispositions are qualifying vs non-qualifying based on your holding period. The system does handle AMT implications for ISO exercises (though that's more relevant for options than ESPP). And yes, it flags potential wash sale issues if you've bought similar securities within the 30-day window. It even creates the specific adjustments needed for your cost basis in those cases. The reports are really comprehensive.

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I was really skeptical about using an automated tool for my ESPP sales (mentioned in another comment), but I finally tried https://taxr.ai last month when I was struggling with reporting my eTrade transactions. Honestly, it was a game-changer. The system instantly identified my disqualifying dispositions and calculated both the ordinary income and capital loss portions correctly. What really impressed me was that it handled my specific situation where I had shares from multiple purchase periods with different grant dates and purchase dates. The report even explained why my eTrade statement showed different numbers than what I needed to report on my taxes. Saved me hours of research and calculations!

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If you're having trouble reaching someone at eTrade to clarify this (which was my experience), I had success using https://claimyr.com to get through to their tax support team. You can see how it works here: https://youtu.be/_kiP6q8DX5c I was on hold for HOURS trying to get someone to explain my ESPP tax forms before I found this service. They got me connected to an actual eTrade tax specialist in under 15 minutes who walked me through exactly how to read their statements and what I needed for my taxes.

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How does this even work? I've spent literal days of my life on hold with brokers and tax people. There's no way you can just pay to skip the line... right?

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This sounds like a scam. If it were possible to skip phone queues, everyone would do it. They probably just keep you on hold while they're also on hold, then connect you when they finally get through.

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It's not like a magical line-cutting service. The way it works is they use technology to navigate phone trees and wait on hold for you. When a real person answers, you get a call connecting you with that rep. So you're not skipping the line - they're just waiting in it so you don't have to. It really does work though. I called eTrade directly three times and spent at least 45 minutes on hold each time before giving up. With this service, I got a call back in about 15 minutes when they reached a rep. Totally worth it if you value your time.

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I thought this Claimyr thing sounded like complete BS (as I mentioned in my reply above), but I was desperate after spending two entire afternoons trying to reach eTrade's tax department. I reluctantly tried it and I'm absolutely stunned that it actually worked. Within 17 minutes I got a call connecting me to an eTrade specialist who explained exactly how my ESPP transactions were being reported and why my cost basis appeared different than what I expected. He even emailed me a supplemental tax guide that wasn't available on their website. I hate admitting I was wrong, but this service saved me hours of frustration and solved my exact ESPP reporting issue.

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One thing nobody mentioned yet - check if your former employer reported the correct information to the IRS. My company messed up the reporting on my W-2 for the ESPP discount one year, and it caused a huge headache. Make sure Box 12 of your W-2 properly shows the ESPP discount as compensation if it was a non-qualifying disposition. If they didn't report it correctly, you might need to request a corrected W-2 or account for it differently on your return.

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Mei Lin

Thanks, that's a really good point. I just checked my W-2 and I don't see anything in Box 12 related to the ESPP discount. Would this definitely be there if they reported it correctly? The shares were purchased in June 2024 and I'm selling now in January 2025, so I think it's a non-qualifying disposition.

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Yes, for a non-qualifying disposition that discount amount should typically be reported on your W-2. Since you purchased in June 2024 and are selling in January 2025 (less than 1 year), this is definitely a non-qualifying disposition. If it's not on your 2024 W-2, there are two possibilities: either your employer will include it on your 2025 W-2 (since that's when you're selling), or they might have made a reporting error. I'd recommend contacting your former employer's payroll department to clarify how they're handling the reporting. Better to sort this out now than get a notice from the IRS later!

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Anyone know if TurboTax handles this ESPP situation correctly? Last year it seemed to mess up my cost basis and I ended up having to manually override some numbers.

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TurboTax Premium handles ESPPs but you have to input everything manually and carefully. The import feature from brokerages often messes up the cost basis for ESPP shares. I had to delete all the imported transactions and re-enter them with the correct information. Tedious but it worked.

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Just wanted to add my experience as another data point - I had a very similar ESPP situation last year where I sold shares at a price between my discounted purchase price and the original FMV. The key thing that helped me understand it was realizing that the IRS essentially treats ESPP transactions as if you received the discount as regular compensation income, then immediately purchased the shares at full market value. So in your case, it's like the IRS views it as: you received $1.28 per share in compensation income, then bought shares at $8.56, and are now selling at $7.69. Hence the ordinary income on the discount plus the capital loss on the difference. One practical tip: make sure to keep detailed records of your grant dates, purchase dates, and the FMV on both dates. You'll need these for proper reporting, especially if you have multiple ESPP purchases throughout the year. The brokerage statements don't always make this clear.

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This is such a helpful way to think about it! I've been struggling to wrap my head around why I'd owe taxes on a "loss" but your explanation makes it click. So essentially the IRS is saying "we're going to tax you on that $1.28 discount as if it was a bonus, and then treat everything else as a separate investment transaction." Quick question though - do you know if there's any difference in how this gets reported if the shares were purchased through payroll deduction vs. a lump sum purchase? I've been doing the payroll deduction method and wondering if that changes anything for record-keeping purposes.

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