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Aidan Percy

Understanding ESPP Share Sales and How to Calculate Adjusted Basis for Tax Reporting

I'm trying to figure out how to calculate my adjusted basis for ESPP shares and I'm completely confused by what my tax documents are showing. Here's what happened: I bought 31.5 shares through my company's ESPP on 6/15/23 at $65.42 per share (this includes the 15% discount from the "Subscription FMV" of $76.96). Then I sold all those shares just a week later on 6/22/23 for $87.75 per share, with total proceeds of $2,764.13. My purchase confirmation clearly shows the discounted purchase price of $65.42 and an original basis of $2,060.73. It also notes that the "Purchase FMV" on the purchase date was $89.50. I thought I was supposed to calculate my adjusted basis by taking the number of shares (31.5) × Subscription FMV ($76.96) = $2,424.24. This would make my ordinary income $363.51 (the difference between adjusted basis and original basis). But when I got my ESPP Disposition Summary, it says my ordinary income from this sale is $758.78! It looks like they're using the "Purchase FMV" price instead of the "Subscription FMV" price for the calculation. I'm so confused. Which one is correct? Does it even matter since these are short-term holdings and I'll pay ordinary income tax either way? Can someone explain what I'm missing here?

This is a common source of confusion with ESPP sales, especially with disqualifying dispositions (which is what you have here since you sold within a year of purchase). Let me explain what's happening. For a disqualifying disposition, the ordinary income you need to report is the difference between the fair market value on the purchase date (your "Purchase FMV" of $89.50) and what you actually paid ($65.42). This equals $24.08 per share, or about $758.52 total for your 31.5 shares - which matches almost exactly the $758.78 on your ESPP Disposition Summary. The "Subscription FMV" is only relevant for qualifying dispositions (held for at least a year after purchase and two years after the offering date). You used the Subscription FMV in your calculation, which is why your number is different. Your capital gain/loss is the difference between your sale proceeds ($2,764.13) and your adjusted basis (original cost plus the ordinary income reported on your W-2), which should be around $2,819.25. This would actually give you a small capital loss.

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Wait, so I've been calculating this wrong the whole time? I thought the ordinary income was just the discount amount (15% off the Subscription FMV). So if I'm understanding correctly now, for a disqualifying disposition, I need to report as ordinary income the difference between the actual market value on purchase day ($89.50) and what I paid ($65.42), not just the 15% discount from the offering price? That seems like I'm paying tax on more ordinary income than I expected.

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Yes, that's exactly right. For disqualifying dispositions, the ordinary income is the difference between the fair market value on the purchase date and what you actually paid - not just the 15% discount from the offering price. This is why many financial advisors recommend holding ESPP shares long enough for a qualifying disposition if the stock isn't too volatile, as it can be more tax-advantageous. With a qualifying disposition, only the discount is treated as ordinary income, and any additional gain beyond that is capital gain.

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I went through this exact headache last year with my ESPP shares and found this great tool at https://taxr.ai that really helped me understand the tax implications. I was calculating all wrong until I uploaded my ESPP statements and it broke down exactly how the adjusted basis should be calculated for disqualifying dispositions. It confirmed what the previous commenter said - with a disqualifying disposition, the ordinary income is based on the FMV on purchase date, not the subscription price. The tool helped me understand the difference between my W-2 reporting and what needed to go on Schedule D.

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Did you have to manually enter all your ESPP transactions or could you just upload statements? I have like 20 different ESPP transactions from last year and dreading the data entry nightmare.

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I'm a bit skeptical about using tools for this. Can't your regular tax software handle ESPP calculations? I use TurboTax and thought it could do this automatically if you enter the right info.

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You can just upload your ESPP statements and brokerage documents - it extracts all the data automatically. Makes it so much easier than manual entry, especially with multiple transactions. For tax software, I found most of them don't actually guide you correctly through the ESPP calculations. They'll ask for the information but don't clearly explain which basis to use or how to handle the W-2 income portion. That's where I got confused and ended up with errors the first time around.

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I tried taxr.ai after seeing the recommendation here and wanted to report back. It was super helpful! I uploaded my documents and it correctly identified all my ESPP transactions (I had 12 of them) and calculated the adjusted basis automatically. Before using it, I was totally mixing up my calculations - using the subscription price instead of the purchase date FMV for disqualifying dispositions. The tool fixed all that and showed me exactly what to report where. Saved me from a potential audit headache and probably hours of frustration. Definitely recommend for anyone dealing with ESPP shares!

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If you're struggling to get hold of anyone at the IRS to confirm your ESPP tax questions (I was on hold for literally 3+ hours), try https://claimyr.com - they have a service that holds your place in line with the IRS and calls you when an agent is about to answer. I used it when I had questions about my ESPP reporting and got through to a tax specialist who confirmed exactly what you're discussing here. Check out their demo: https://youtu.be/_kiP6q8DX5c They saved me hours of hold time, and the agent I spoke with was able to clarify the exact issue you're having - the difference between using subscription price versus purchase FMV for calculating ordinary income on disqualifying dispositions.

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How does this actually work? Seems fishy that they could somehow get you through the IRS phone system faster than just calling yourself.

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I don't believe this works. I've tried all kinds of tricks to get through to the IRS and nothing works. They're just understaffed. Sounds like a scam to me.

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It's not about getting you through faster - they use an automated system that waits on hold for you. When the IRS agent is about to pick up, their system calls you so you can take the call. You don't wait on hold at all, you just go about your day until they call you. It's definitely not a scam. I was skeptical too but it's just a service that handles the hold time for you. They can't change the IRS wait times, they just make it so you don't have to sit by your phone for hours.

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I was wrong about Claimyr and wanted to follow up. I tried it yesterday after posting my skeptical comment, and it actually worked exactly as described. I got a call back after about 2 hours (which I spent doing other things instead of being on hold), and got connected with an IRS rep who helped clarify my ESPP questions. The agent confirmed what others have said here - for disqualifying dispositions, the ordinary income is the difference between the FMV on purchase date and what you paid, not just the discount amount. Saved me from making a reporting error and potentially dealing with an amendment later. Worth it just for the peace of mind.

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Something nobody's mentioned yet - make sure the ordinary income portion is already included in your W-2! Most employers report the discount as compensation on your W-2 in the year of the ESPP purchase. If that's the case, you don't want to report that income again on your tax return. Your adjusted basis for calculating capital gain/loss should be your purchase price PLUS the amount reported as income on your W-2. This is critical to avoid double taxation.

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Good point! I checked my W-2 and Box 1 does include the ESPP ordinary income. So when I report the stock sale on Schedule D, I should use the adjusted basis that includes both what I paid plus the ordinary income already reported on my W-2, right?

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Exactly right. Your adjusted basis on Schedule D should be your original purchase price plus the ordinary income amount that's already included in your W-2. This way, you're only paying capital gains tax on any appreciation beyond what you've already paid ordinary income tax on through your W-2. If you don't adjust your basis upward by the amount included in your W-2, you'll end up paying tax twice on the same income - once as ordinary income and again as capital gains. This is one of the most common mistakes people make with ESPP reporting.

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Does anyone know if IRS Form 3922 helps with these calculations? My employer provides this form for ESPP purchases but I'm not sure how to use it for tax filing.

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Form 3922 is informational only - it doesn't get filed with your tax return. It gives you the FMV at the grant date and purchase date, which is exactly what you need for the calculations everyone's discussing. The form should show the prices you need to calculate your ordinary income and adjusted basis correctly.

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This is exactly the kind of confusion that trips up so many people with ESPP taxes! I went through the same thing last year and made the mistake of using the subscription FMV instead of the purchase date FMV for my disqualifying disposition. The key thing to remember is that with a disqualifying disposition (selling within one year), you're essentially being taxed on the full "bargain element" - which is the difference between what the stock was actually worth when you bought it versus what you paid for it. In your case, that's $89.50 - $65.42 = $24.08 per share. The 15% discount from the subscription price is just how the ESPP program works, but for tax purposes, the IRS cares about the actual market value on the day you purchased the shares. Your ESPP Disposition Summary is correct showing $758.78 as ordinary income. One thing that helped me was keeping detailed records of all the dates and prices involved. The timing of ESPP purchases can be confusing because there's the offering period start date, the purchase date, and then your sale date - and different FMV prices apply to each for different parts of the calculation.

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This is such a helpful breakdown! I'm new to dealing with ESPP taxes and I've been making the exact same mistake as the original poster. I was calculating based on just the discount percentage instead of the actual market differential. One question - when you mention keeping detailed records of all the dates and prices, do you have a recommended way to organize this? I'm anticipating having multiple ESPP purchases throughout the year and want to make sure I don't get overwhelmed when tax time comes around again. Also, is there any benefit to holding ESPP shares longer to get qualifying disposition treatment, or does it depend on your individual tax situation?

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