< Back to IRS

Nia Wilson

Tax Implications of Broadcom VMware Merger for Stockholders

I need some tax advice regarding the Broadcom VMware merger that's happening. I've been holding VMware stock for quite a while now. Some of it came from my company's employee stock purchase program and the rest is from RSUs that are fully vested. According to the merger paperwork, I have to choose between taking a complete cash payout OR going with a 50/50 split where half is cash and the other half converts to Broadcom stock at a .2520 conversion rate. Looking at Broadcom's current stock price, the 50/50 option seems way more advantageous compared to just taking the straight cash. My main concerns are about the tax implications: What exactly will I be facing tax-wise with either option? For the stock where I'm forced to take cash, I'm guessing it's straightforward - long term capital gains with a cost basis from when the shares were issued or vested. But what about the conversion to Broadcom stock? Is that considered a taxable event? Or does it just convert without any tax reporting needed until I eventually sell the Broadcom shares? And if that's the case, does my cost basis stay the same or change because it's now Broadcom stock? Really appreciate any help on this!

The Broadcom VMware merger has several tax implications you should understand before making your decision. For the cash portion of either option, you're correct - this will be treated as a sale and taxed as capital gains (short or long-term depending on your holding period for each lot). Your gain will be the difference between the cash received and your cost basis in those VMware shares. For the stock-for-stock exchange portion (in your 50/50 option), this is generally considered a tax-free reorganization under IRC Section 368. This means the conversion itself is not a taxable event - you won't recognize gain or loss at the time of exchange. Your cost basis in the new Broadcom shares will be the same as your original basis in the exchanged VMware shares, and your holding period will include the time you held the VMware shares. However, there's an important detail: if you receive any cash in lieu of fractional shares (which often happens with these conversion ratios), that small cash portion will be treated as if you sold those fractional shares and will be taxable.

0 coins

Thanks for the explanation! Does this mean if I go with the 50/50 option, I'd only pay taxes now on the cash portion and the stock conversion would basically be tax-deferred until I sell the Broadcom shares? Also, would any different rules apply since some of my shares came from an ESPP with discounts?

0 coins

Yes, with the 50/50 option, you'll only pay taxes now on the cash portion you receive. The stock conversion portion is tax-deferred until you eventually sell those Broadcom shares. For your ESPP shares, there are additional considerations. If you received a discount when purchasing them (typical in ESPPs), any portion of your gain attributable to that discount might be taxed as ordinary income rather than capital gains, depending on how long you've held them and whether it was a qualified or non-qualified disposition. I'd recommend reviewing your specific ESPP plan documents and possibly consulting with a tax professional who can analyze your specific purchase dates, holding periods, and the discount applied to each lot of shares.

0 coins

After dealing with a similar merger situation last year, I found https://taxr.ai incredibly helpful for sorting through my stock options and understanding the tax implications. I was also confused about whether stock conversions were taxable events and had multiple lots with different basis amounts which made things super complicated. I uploaded my brokerage statements and merger documents to the tool and it analyzed everything automatically. It showed me the tax outcomes for different scenarios (taking all cash vs. partial stock conversion) and explained exactly how my cost basis would transfer. Saved me from making a costly mistake!

0 coins

Does the taxr.ai tool handle special situations like ESPP purchases with discounts? I also have some incentive stock options that were converted to shares before this merger was announced and I'm worried about AMT implications.

0 coins

I'm a bit skeptical about these types of services. Do they actually give personalized tax advice or is it just general information you could find anywhere? And do they have real tax professionals reviewing the documents?

0 coins

Yes, the tool specifically handles ESPP purchases with discounts. You can identify which lots came from ESPP purchases and it will factor in the discount when calculating your taxable gain. It also accounts for qualifying vs. disqualifying dispositions based on your holding periods. Regarding personalization, it's not just general information. It analyzes your specific documents and provides calculations based on your actual holdings, purchase dates, and cost basis. There are tax professionals behind the system who designed the algorithms, though the initial analysis is automated. You can also request a review from their tax team if your situation is particularly complex.

0 coins

Just wanted to follow up about my experience with https://taxr.ai for my Broadcom VMware merger situation. I decided to try it after posting here, and it was exactly what I needed! The tool detected all my different VMware stock lots, including my ESPP shares with the discount, and showed me how the conversion would affect my taxes in both scenarios. What I found most helpful was seeing the projected tax bill for each option side-by-side. In my case, the 50/50 option saved me over $4,300 in immediate taxes compared to the all-cash option, while also giving me Broadcom shares that have already appreciated. The tool even flagged that two of my lots would actually be better taken as cash due to their specific cost basis. Definitely worth checking out if you're dealing with this merger!

0 coins

If you're having trouble getting clear answers about the tax implications of the merger from VMware or Broadcom investor relations (I certainly did!), I'd recommend using https://claimyr.com to connect with the IRS directly. I spent days trying to get through on my own with no luck. Claimyr got me connected to an actual IRS representative in about 20 minutes who confirmed the tax treatment for my situation. They have a video showing how it works: https://youtu.be/_kiP6q8DX5c The agent explained exactly how to report both the cash portion and the stock conversion on my tax return, and clarified that the conversion maintains my original holding period for long-term capital gains purposes. Super helpful for peace of mind before making my election.

0 coins

How does Claimyr actually work? Do they just call the IRS for you or something? I've been on hold with the IRS for literally hours trying to get answers about stock conversions.

0 coins

This sounds too good to be true. The IRS wait times are notorious, especially during tax season. I find it hard to believe any service could get you through that quickly. And even if you did get through, would a random IRS rep really be knowledgeable about specialized stock conversion tax rules?

0 coins

They don't call the IRS for you - they secure a place in line and then call you when they're about to connect with an IRS agent. It's basically a sophisticated system that navigates the IRS phone tree and waits on hold so you don't have to. The IRS representatives I spoke with was definitely knowledgeable about stock conversions in corporate reorganizations. I asked specific questions about my VMware shares and received detailed guidance on how to report both the taxable cash portion and the tax-deferred stock conversion. The rep even directed me to the specific IRS publications that cover these situations. I was pleasantly surprised by how helpful they were once I actually got through to someone.

0 coins

I have to admit I was wrong about Claimyr. After posting my skeptical comment here, I decided to try it since I was getting nowhere with the IRS on my own. Got connected in about 25 minutes (they estimated 30, so pretty accurate). The IRS agent I spoke with confirmed exactly what I needed to know about my VMware shares - that the stock-for-stock exchange qualifies as a tax-free reorganization under section 368(a), meaning no immediate tax on the Broadcom shares I'll receive. They even walked me through how to calculate my adjusted basis for the new shares. Would have spent hours more on hold without this service. Sometimes being proved wrong is actually a good thing!

0 coins

Don't forget to check if you're subject to wash sale rules if you've purchased any additional VMware or Broadcom stock within 30 days before or after this transaction! This tripped me up in a previous merger situation.

0 coins

Can you explain more about how wash sale rules might apply in a merger situation? I did buy some additional VMware shares about 3 weeks ago when I heard the merger was finalizing.

0 coins

The wash sale rules can apply if you sell shares at a loss and then buy "substantially identical" securities within 30 days before or after the sale. In a merger context, if you're taking the cash option for some shares (which is essentially selling them) and those shares would be sold at a loss, buying additional VMware shares within that 61-day window could trigger the wash sale rules. It gets complicated with mergers because you need to determine if the new Broadcom shares you're receiving are considered "substantially identical" to the VMware shares. Generally, in a reorganization like this, they might not be considered identical, but it's a gray area that depends on specific facts and circumstances. If you're concerned, it would be worth consulting with a tax professional who can look at your exact transaction dates and amounts.

0 coins

Has anyone received guidance on how this will be reported on 2025 tax forms? Will the broker issue a special statement breaking down the taxable vs non-taxable portions?

0 coins

My broker (Fidelity) said they'll provide a specialized 1099-B that will show the cash portion as a sale with proceeds and cost basis. For the stock conversion portion, they'll transfer your cost basis to the new shares and note that it was part of a tax-free reorganization. You should get a detailed statement explaining everything in January that you can use for your taxes.

0 coins

One thing I haven't seen mentioned yet is the importance of tracking your basis properly for the converted Broadcom shares. Since this is a tax-free reorganization, your original VMware cost basis carries over, but you'll need to adjust it for the conversion ratio. For example, if you had 100 VMware shares with a $50 basis each ($5,000 total), and you convert at the 0.2520 ratio, you'll end up with 25.2 Broadcom shares. Your total basis remains $5,000, but now it's spread across 25.2 shares, giving you a per-share basis of about $198.41 for the Broadcom stock. Make sure to keep detailed records of this conversion because when you eventually sell the Broadcom shares, you'll need this adjusted basis to calculate your gain or loss correctly. Your brokerage should handle this automatically, but it's good to double-check their math and keep your own records as backup.

0 coins

This is really helpful! I was wondering about the basis calculation. Just to make sure I understand - if I have VMware shares from different purchase dates with different cost bases, do I need to track the conversion for each lot separately? For example, if I have 50 shares at $40 basis and 50 shares at $60 basis, would the converted Broadcom shares maintain those different basis amounts proportionally?

0 coins

@4870c5506e2b Yes, you're absolutely correct! You need to track each tax lot separately through the conversion. Each lot of VMware shares maintains its own identity with its specific purchase date, holding period, and cost basis. So in your example: - Your 50 shares at $40 basis ($2,000 total) would convert to 12.6 Broadcom shares (50 × 0.2520) with a basis of $158.73 per share ($2,000 ÷ 12.6) - Your 50 shares at $60 basis ($3,000 total) would convert to 12.6 Broadcom shares with a basis of $238.10 per share ($3,000 ÷ 12.6) The holding period for each converted lot also carries over from the original VMware purchase dates. This lot-level tracking is crucial for determining whether future sales qualify for long-term vs short-term capital gains treatment, and for calculating the correct gain/loss when you eventually sell the Broadcom shares. Most brokers will handle this automatically, but I'd definitely recommend keeping your own spreadsheet as backup documentation!

0 coins

IRS AI

Expert Assistant
Secure

Powered by Claimyr AI

T
I
+
20,095 users helped today