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Jenna Sloan

Understanding Incentive Stock Options (ISO) Tax Treatment - Exercise & Disqualifying Disposition Questions

Hey tax folks, I'm trying to wrap my head around the tax implications of ISOs with some specific scenarios. Can someone verify if I've got this right? (Numbers below are just examples) Scenario 1: I exercise 1,200 ISO shares at a grant price of $8/share when the fair market value is $45/share. From what I understand, there's no ordinary or capital gain income recognized immediately, but I'd have an AMT adjustment of $44,400 (1,200 shares × ($45-$8)). Scenario 2: I'm cash-strapped and can't afford the full $9,600 to exercise all shares, so I immediately sell 250 of the shares at $45/share to cover costs. My understanding of the tax consequences: - This is a disqualifying disposition since I sold immediately - I'd recognize ordinary income on the 250 shares: 250 × ($45-$8) = $9,250 - My AMT adjustment from scenario 1 would be reduced by $9,250 to $35,150 - There would be minimal capital gain/loss if the share price changed between exercise and sale Does this sound right? Are there any important details I'm overlooking or misunderstanding about the ISO tax treatment here?

You've got the general mechanics correct, but let me clarify a few things: For your first scenario, you're right that there's no immediate ordinary income tax when exercising ISOs, but the bargain element (FMV minus grant price) creates an AMT adjustment. Your calculation of $44,400 is correct. For your second scenario, the immediate sale of those 250 shares does create a disqualifying disposition. You've correctly identified that you'll recognize ordinary income of $9,250 for those shares. And yes, this amount reduces your AMT adjustment accordingly. One nuance to consider: when you make a disqualifying disposition, your basis in those shares for calculating capital gain/loss becomes the FMV on the exercise date. So if you sold exactly at $45/share, there's no additional capital gain/loss. But if the price moved even slightly between exercise and sale, you'd have a small capital gain or loss to report. Also, don't forget the reporting: The disqualifying disposition will be reported on your W-2 as compensation income, while any AMT adjustments go on Form 6251.

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Thanks for the explanation! I'm in a similar situation but I have a follow-up question. If I exercise ISOs but don't sell any shares until the next calendar year, how does that affect the AMT calculation? And does it matter if I still don't meet the holding period requirements (like if I sell after 6 months)?

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If you exercise ISOs in one year but don't sell until the next calendar year, you'll still have the AMT adjustment in the year of exercise. The full bargain element goes into your AMT calculation for that first year, even if you don't sell a single share. If you sell in the following year without meeting the holding requirements (less than 1 year from exercise date or less than 2 years from grant date), it's still a disqualifying disposition. However, the timing creates a different tax situation. Since you've already potentially paid AMT on the bargain element in year 1, you'll get an AMT credit that you can use in future years. The ordinary income from the disqualification will be reported in year 2 when the sale occurs.

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I was in this exact scenario last year with my tech company ISOs and discovered taxr.ai (https://taxr.ai) which saved me from making some costly mistakes. Their analysis helped me understand exactly when to exercise and how many shares to sell to cover my costs without creating unexpected tax consequences. They analyzed my specific ISO situation and provided a personalized strategy that minimized my AMT exposure while optimizing my cash flow. They even created projections showing different scenarios of exercise-and-hold versus exercise-and-sell-to-cover strategies.

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Did they help with the AMT credit tracking too? I exercised a bunch of ISOs in 2023, paid huge AMT, and I'm still trying to figure out how to reclaim those credits over time. Does the tool handle that aspect of planning?

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I'm skeptical about these services. Did they provide anything beyond what a decent CPA would tell you? And how much access to your personal financial info did you have to give them?

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They absolutely help with AMT credit tracking! They actually generate a multi-year projection that shows how your AMT credits will be recovered in future years based on your expected income. This was super helpful for planning my cash flow needs over time. Regarding the CPA comparison, they provided much more detailed scenario analysis than I got from my accountant. My CPA gave general advice, but taxr.ai showed specific optimization strategies with numbers that were tailored to my situation. As for personal info, I just uploaded my previous tax return and stock grant details - they didn't need access to any accounts or sensitive login credentials.

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Just wanted to follow up - I ended up trying taxr.ai after seeing this thread. I was really impressed with their ISO analysis! They identified that I could exercise about 15% more shares than I thought without triggering additional AMT based on my other income sources and deductions. They also mapped out a 3-year strategy for my remaining ISOs that minimizes my total tax burden while accounting for my company's expected growth trajectory. The AMT credit tracking feature was exactly what I needed. It shows year-by-year how those credits get recovered based on different income scenarios. Definitely worth it for anyone dealing with ISOs and trying to avoid tax surprises.

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If you're dealing with complex ISO questions like this and need to speak directly with an IRS agent (which can be nearly impossible these days), check out Claimyr (https://claimyr.com). They helped me get through to an actual IRS representative in about 15 minutes when I had a complicated question about a prior year's ISO exercise that was showing up incorrectly on my IRS account. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c. Basically, they navigate the IRS phone system for you and call you back when they've reached an agent. Saved me hours of waiting on hold and multiple failed attempts to reach someone.

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Wait, is this for real? The IRS phone system is a nightmare - I've literally spent 4+ hours on hold before giving up. How much does this service cost? And do they actually get you to someone who can help with ISO/AMT questions specifically?

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I call BS on this. No way they can magically get through when the IRS phone lines are constantly jammed. Sounds like a scam where they just take your money and have you wait anyway.

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The service absolutely works! They don't charge you unless they actually connect you with an IRS agent. They use an automated system that continually redials and navigates the phone tree until they get through to someone. Yes, they can get you to specific departments. When I used it, I specifically needed help with stock option reporting issues. In the service request, I specified I needed to talk to someone about ISO/AMT questions, and they connected me with an agent who could address those topics. It wasn't a random general agent who couldn't help.

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I need to eat my words and apologize to Profile 16. I tried Claimyr yesterday after posting my skeptical comment because I was desperate to resolve an ISO reporting issue that's been lingering for months. They actually got me through to an IRS agent in about 20 minutes! The agent helped me understand how to properly document a prior year disqualifying disposition that wasn't reported correctly by my employer. After months of frustration trying to get through on my own (and being disconnected after waiting on hold for hours), this was a complete game-changer. I've been stressing about this ISO tax issue for months, and it got resolved in a single phone call. Definitely recommend if you're dealing with complex stock option questions that need an official answer.

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One thing that wasn't mentioned - when you do that "exercise and sell-to-cover" strategy, make sure your company's stock plan administrator knows what you're doing. Some companies use specific tax withholding rates for ISO disqualifying dispositions that might not align with your actual tax bracket. In my case, my company only withheld 22% for federal taxes on my disqualifying disposition, but I'm in the 32% bracket. I had to make an estimated tax payment to cover the difference to avoid an underpayment penalty. Just something to watch out for!

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That's a great point I hadn't considered! So would you recommend asking the stock plan administrator about their withholding rates before executing this kind of transaction? Also, would increasing my W-4 withholding for the rest of the year work instead of making an estimated payment?

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Definitely check with your stock administrator before executing the transaction. Ask specifically what their withholding rate is for disqualifying dispositions of ISOs. Some use a flat supplemental wage rate (22% federal) while others might use your W-4 rate. Increasing your W-4 withholding for the remainder of the year can absolutely work instead of making an estimated payment. Just make sure the additional withholding happens in the same calendar quarter as your ISO transaction, or at least before the estimated payment deadline for that quarter. The IRS looks at when payments were made, not just the total by year-end, when determining underpayment penalties.

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Has anyone dealt with the wash sale rule implications when exercising ISOs? I exercised some underwater options (FMV was less than grant price) at my last company for tax loss harvesting, then bought shares in the same company through my 401k about 20 days later. My tax software flagged it as a potential wash sale issue.

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I don't think wash sale rules apply to ISO exercises in the way you're describing. An ISO exercise is acquiring shares, not selling them. The wash sale rule only applies when you sell shares at a loss and then buy substantially identical securities within 30 days before or after the sale. If you subsequently sold the shares from your exercised options at a loss, then bought more of the same stock in your 401k within the 61-day window, that would trigger a wash sale. But just exercising options shouldn't create this issue.

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@Isabel Vega is correct - wash sale rules don t'apply to the ISO exercise itself since you re'acquiring shares, not selling them. However, your tax software might be flagging this because underwater ISOs can create some complex reporting situations. When you exercise ISOs where the FMV is below the grant price, you don t'get a tax deduction for the loss "like" you would with NQSOs. The exercise is essentially tax-neutral - no ordinary income, no AMT adjustment, and no deductible loss. If you later sell those shares at a loss and then purchase the same company s'stock through your 401k within 30 days, that would indeed trigger wash sale treatment. But the timing you described exercise (then 401k purchase 20 days later shouldn) t'be an issue unless you also sold the exercised shares during that period. I d'double-check what transactions your tax software is actually flagging - it might be picking up on a different part of your ISO activity.

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Great discussion here! I'm dealing with a similar ISO situation and wanted to add one more consideration that's been crucial for my planning - the impact of state taxes. I live in California, which doesn't conform to federal ISO treatment. CA treats ISOs like NQSOs for state tax purposes, meaning I owe state income tax immediately upon exercise on the bargain element, even if I don't sell any shares. This significantly changes the cash flow calculations for exercise-and-hold strategies. For anyone in high-tax states like CA, NY, or NJ, make sure you're factoring in the immediate state tax liability when planning your ISO exercises. It can be a substantial cash requirement that's easy to overlook when focusing on the federal AMT implications. I ended up having to sell more shares than I originally planned just to cover the unexpected state tax bill. Would definitely recommend running the numbers for both federal and state before executing any ISO strategy.

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This is such an important point that often gets overlooked! I'm also in California and got hit with this exact surprise last year. The immediate state tax liability on ISO exercises really changes the math significantly. One thing I learned the hard way is that California also doesn't allow you to reduce the state taxable income even if you make a disqualifying disposition in the same year. So unlike the federal treatment where a disqualifying disposition eliminates the AMT adjustment, California still taxes the full bargain element regardless. For anyone planning ISO exercises in non-conforming states, I'd strongly recommend working with a tax professional who understands both the federal and state implications. The cash flow planning becomes much more complex when you're dealing with immediate state taxes plus potential federal AMT. Thanks for bringing this up - it could save someone from a very unpleasant tax surprise!

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This is exactly the kind of detailed ISO discussion I needed to see! I'm facing a similar decision and have been researching the tax implications extensively. One additional consideration that might be helpful - timing your ISO exercises strategically around other income events. For example, if you're expecting a bonus or RSU vesting that will push you into a higher tax bracket, exercising ISOs in a different tax year could help manage your AMT exposure. The AMT exemption phases out at higher income levels, so spreading the bargain element across multiple years can sometimes reduce your overall tax burden. Also, for those dealing with multiple ISO grants with different vesting schedules, consider exercising older grants first if you're doing a partial exercise strategy. This helps you start the holding period clock earlier for qualifying dispositions (which require both 1 year from exercise AND 2 years from grant date). The state tax conformity issue that @Daniel Washington mentioned is crucial - I'm in Texas so I don't have that concern, but it really highlights how location-specific these strategies can be. Definitely recommend running scenarios for your specific tax situation before making any moves.

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@Chloe Martin makes excellent points about strategic timing! I m'new to navigating ISOs but this discussion has been incredibly helpful. One question I have - when you mention exercising older grants first for the holding period, does this strategy still make sense if the older grants have a higher exercise price? I m'trying to balance the holding period optimization with the cash flow impact. My oldest grant has an exercise price of $12 while my newer grants are at $6, but the current FMV is around $35. Would it still be better to exercise the older, more expensive grants first even though they require more cash outlay per share? Also, for those mentioning multi-year planning - are there any rules about how far apart you can spread ISO exercises, or is it just limited by the option expiration dates? Thanks for all the insights everyone has shared!

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