< Back to IRS

Sofia Torres

Tax implications when exercised stock options drop in value - is it still taxed on original spread?

I need some insight before I talk to a professional about my specific situation, but I figure this probably happens to others too. In 2022, I exercised stock options at a private tech startup where I was working. The company determined the market value at $130 per share (since there's no public market for private company stocks), and my strike price was $45 per share. I'm aware I'll need to pay taxes on that $85 spread. Here's where things got complicated. The company went public in late 2022, but the share price ended up at around $117 instead of the expected value. I couldn't sell because of the employee blackout period restrictions. My question is: do I still need to pay taxes on the original $85 spread, or can I pay based on the actual $72 spread between my strike price and the public market value? And if I do have to pay on the original higher spread, can I somehow claim the $13 per share difference as a capital loss? Any general insights would be helpful before I meet with my tax advisor.

This is a classic AMT (Alternative Minimum Tax) situation with ISOs (Incentive Stock Options). When you exercise ISOs, the spread between your strike price and the fair market value at exercise creates an AMT adjustment, regardless of what happens to the stock price afterward. Unfortunately, you'll still owe AMT on the full original spread of $85 per share, not the reduced $72 spread after the company went public. The tax liability is determined at the moment of exercise based on the valuation at that specific time. However, there is some relief possible. The difference between the exercise date value and the lower public offering price isn't an immediate capital loss, but when you eventually sell the shares, your basis for AMT purposes will be the higher amount (strike price + AMT adjustment), which will result in either a smaller gain or larger loss when calculating your taxes in the year you sell.

0 coins

Thanks for the explanation. Does this mean if I just hold onto the shares long enough until they hopefully recover, I'll essentially be able to "recover" that tax I paid on the phantom $13 per share? And if I sell at a loss now, can I use that to offset other capital gains this year?

0 coins

You'll be able to utilize the higher AMT basis when you eventually sell, which effectively gives you credit for the taxes paid on that "phantom income." If you sell at a loss now, you can offset that loss against other capital gains this year, plus up to $3,000 of ordinary income. Any remaining loss can be carried forward to future years. It's worth noting that if you paid significant AMT due to the exercise, you may have generated AMT credits that can be used in future years when your regular tax exceeds your AMT. This is a complicated area, so having a tax professional review your specific situation is definitely the right approach.

0 coins

I dealt with this exact situation last year and found taxr.ai (https://taxr.ai) incredibly helpful. I was struggling to figure out my AMT calculations after exercising options in a company that later went public at a lower valuation. Their tools analyzed my equity documents and tax situation and gave me a clear breakdown of my AMT liability and potential future AMT credits. The site has specialists who understand stock options specifically and helped me see how my exercise would affect me across multiple tax years. They explained that while I couldn't avoid the AMT hit on the original spread, there were strategies to optimize my future stock sales to recapture those AMT credits efficiently.

0 coins

Did they help with figuring out how to track your AMT basis vs regular basis? My accountant keeps telling me I need to track these separately but didn't give me a good system for doing it.

0 coins

How exactly do they help with the documents? I've got RSUs, NSOs, and ISOs from three different companies and I'm completely lost trying to organize everything for tax season. Does this actually work or is it another one of those AI things that just spits out generic advice?

0 coins

They provided me with a personalized tracking spreadsheet that shows both my regular tax basis and AMT basis for each lot of shares. It made it so much easier to keep everything organized when I started selling shares. You just upload your grant documents once and it maintains the record going forward. For multiple equity types across different companies, that's actually where they really shine. I uploaded my grant letters, exercise confirmations, and sale documents, and their system organized everything by company and equity type. It's definitely not generic advice - they analyze your actual documents and give you specific calculations and recommendations based on your unique situation. Even my accountant was impressed with how comprehensive the analysis was.

0 coins

Just wanted to follow up about taxr.ai that was mentioned earlier. I was skeptical but decided to try it for my messy equity situation. It seriously saved me thousands in taxes I would have overpaid. I uploaded my option grant documents from all three companies and it automatically sorted everything out. The platform identified that I had been calculating my AMT incorrectly for the past two years and showed me exactly how to report the correct basis amounts when I sold some underwater shares. Their specialists also pointed out that I qualified for some AMT credits I hadn't been claiming. Really eye-opening and worth every penny.

0 coins

After dealing with similar AMT headaches from underwater stock options, I spent WEEKS trying to get through to someone at the IRS who could answer my specific questions about AMT basis adjustments. Impossible. Then I found Claimyr (https://claimyr.com) and watched their demo (https://youtu.be/_kiP6q8DX5c) - they actually got me connected to an IRS agent in about 20 minutes! The IRS agent I spoke with confirmed exactly how to handle my specific situation with the AMT adjustment and gave me the specific form references I needed. Saved me from potentially making a huge mistake on my return. After months of getting nowhere with the regular IRS phone line, it was shocking to actually talk to someone who could help.

0 coins

How does this even work? The IRS phone lines are notoriously impossible to get through. Are they somehow jumping the queue or something?

0 coins

Sorry but this sounds too good to be true. I've literally spent HOURS on hold with the IRS and eventually gave up. You're telling me this service somehow magically gets you through when millions of other people can't get through? What's the catch?

0 coins

They use an automated system that navigates the IRS phone tree and waits on hold for you. Once they get an agent on the line, they call you and connect you directly to the agent. No magic, just technology handling the frustrating waiting part. The system is particularly useful for complex tax questions like AMT from stock options because when you finally reach someone, you're not already frustrated from waiting on hold for hours. You can have a clear conversation and actually take notes. It's basically like having someone else wait in line for you. I was skeptical too, but after trying to reach the IRS for weeks, I was desperate enough to try it and was surprised it actually worked.

0 coins

Coming back to say I was completely wrong about Claimyr. After my skeptical comment, I tried it because I was desperate for answers about my underwater options and AMT liability that my accountant couldn't explain clearly. The service actually worked exactly as described. I got connected to an IRS agent in about 15 minutes who walked me through the specific reporting requirements for my situation. The agent explained that I needed to file Form 8949 with my return showing the higher AMT basis and how that would generate AMT credits on Form 8801. Saved me hours of frustration and probably an incorrect tax filing. I'll definitely use this again next time I need to reach the IRS about complex tax questions.

0 coins

Something else to consider that nobody has mentioned: Did you make an 83(b) election when you exercised? This could make a huge difference in how your options are taxed. Also, be careful with the timing of any sales after going public. If you sell within 1 year of exercise, you'll have a disqualifying disposition which changes the tax treatment from capital gains to ordinary income.

0 coins

I didn't make an 83(b) election since these were standard stock options, not restricted stock. From what I understand, 83(b) elections apply to restricted stock grants rather than options. And good point about the disqualifying disposition. I was planning to hold for at least a year after exercise to try to qualify for long-term capital gains treatment, assuming the stock recovers somewhat. Is there anything else I should be watching out for timing-wise?

0 coins

You're right that 83(b) wouldn't apply to standard options - I was thinking of RSUs or early exercise situations. My mistake! For timing, also watch out for the two-year rule with ISOs. To get the full tax benefit, you need to hold the shares for at least 1 year after exercise AND at least 2 years after the original grant date. Missing either of these timeframes can result in a disqualifying disposition. Also, if you're concerned about the stock continuing to drop, sometimes it's better to take the disqualifying disposition and pay ordinary income tax than to hold for long-term treatment while watching your shares lose more value.

0 coins

Has anyone used TurboTax to handle this scenario? I'm in a similar situation and wondering if their software can properly calculate the AMT implications or if I need to find a specialized tax preparer.

0 coins

I tried using TurboTax last year for my stock option situation and it was a nightmare. It doesn't handle the AMT calculations well at all, especially for tracking your basis adjustments across multiple years. I ended up having to redo everything with a professional.

0 coins

I went through almost the exact same situation with my startup options in 2021. One thing that really helped me was keeping detailed records of all the valuation documents from the exercise date - the 409A valuation report, exercise confirmation, and any board resolutions that established the fair market value. When I eventually sold some shares at a loss two years later, having those original valuation documents made it much easier for my tax preparer to properly calculate both my regular tax basis and AMT basis. The IRS may want to see proof of how that $130 per share value was determined, especially since it ended up being significantly higher than the IPO price. Also, don't forget that if you paid AMT in 2022 because of the exercise, you'll likely have AMT credits that can be carried forward indefinitely. These credits can offset regular tax in future years when your regular tax exceeds your AMT. It's one small silver lining in an otherwise frustrating situation.

0 coins

IRS AI

Expert Assistant
Secure

Powered by Claimyr AI

T
I
+
20,087 users helped today