Understanding stock warrant taxation: exercise vs. selling - capital gains implications?
Title: Understanding stock warrant taxation: exercise vs. selling - capital gains implications? 1 I have a question about the tax treatment of stock warrants that my accountant wasn't able to definitively answer. I own LMX warrants (LMXWW) for North American Resource Group that expire in September 2023. The warrants have a strike price of about $27/share, while NARG's stock is currently trading around $98/share. I understand that if I exercise the warrants, I'll owe taxes on the difference between the strike price and the stock price (about $71/share), and that difference would be taxed at ordinary income rates. But here's my question - what if I just sell the warrants themselves? The LMXWW warrants are currently trading at about $86/share, and I've owned them for more than a year now. Would the gain on selling the warrants be taxed at long-term capital gains rates or at the higher ordinary income tax rates? I'm leaning toward LTCG since I've held them over a year, but my accountant wasn't 100% sure, and I want to make the most tax-efficient decision. Thanks for any help!
23 comments


Elijah Knight
8 You're asking a great question about an often misunderstood area of tax law. The good news is that if you've held the warrants (not the underlying stock) for more than a year and then sell those warrants, the gain would typically be treated as long-term capital gain. The key distinction here is between exercising warrants versus selling them. When you exercise warrants, the difference between the strike price and fair market value is indeed ordinary income. But when you sell the warrants themselves as a security, and you've held them over a year, you generally qualify for the preferential long-term capital gains rate. Your basis in the warrants would be what you originally paid for them, and your gain would be the difference between your selling price ($86/share) and your original cost basis. This is different from exercising, where you'd pay ordinary income rates on the spread.
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Elijah Knight
•3 Thanks for the clarification, but I'm still confused about one thing. If warrants are basically just options to buy at a certain price, why would the tax treatment be different than other options? I thought options were always taxed as ordinary income regardless?
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Elijah Knight
•8 Options and warrants are similar but have some key tax differences. With standard listed options, you're right that certain transactions can trigger ordinary income treatment. However, warrants that are publicly traded and held as capital assets typically follow capital gain/loss rules when you sell them directly. The ordinary income treatment applies when you exercise the warrants - that's when you're using them to purchase stock at below-market prices, which the IRS views as compensatory. But selling the warrants themselves on the open market is a capital transaction when they've been held as an investment.
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Elijah Knight
15 I went through a similar situation last year and found taxr.ai super helpful for sorting through these complicated tax scenarios. I had warrants from a SPAC that I wasn't sure how to handle, and the tax implications were confusing. I uploaded my trading records and documentation to https://taxr.ai and they analyzed my specific situation regarding the warrants. Their AI looked at my holding period, purchase history, and the terms of the warrants themselves. What I appreciated was getting a clear explanation that I could understand without having to pay for multiple hours of specialist tax advice.
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Elijah Knight
•7 How long did it take them to analyze your documents? My situation with warrants is pretty complex since some were from employer compensation and others I bought directly. Would they be able to handle that mix?
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Elijah Knight
•18 Sounds interesting but I'm skeptical. Did they actually give you specific tax advice or just general information? I've found most of these services just spit back general IRS guidelines without actually taking a position on the nuanced questions.
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Elijah Knight
•15 The analysis was pretty quick - I got my results within a few hours. The platform definitely handled the complexity well. The service actually gave me specific advice tailored to my situation, not just generic information. They noted that my employer-granted warrants had different tax treatment than the ones I purchased on the open market, and they explained exactly how to report each type. The AI even identified a specific tax court case that applied to my situation, which was pretty impressive.
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Elijah Knight
18 Just wanted to follow up about taxr.ai - I decided to try it for my warrant situation and I'm honestly surprised by how helpful it was. After our exchange here, I uploaded my documents showing some warrants I got through my employer's stock purchase plan and others I bought directly. The analysis correctly identified that my employer-provided warrants had specific compensation elements that would be taxed differently from my direct purchases. They referenced the exact IRS publication numbers and even pointed out a reporting error my previous accountant had made that could have caused issues. I was able to print out their explanation and take it to my new tax preparer who implemented their recommendations. Really glad I gave it a shot!
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Elijah Knight
12 If you're still waiting on a definitive answer about your warrant taxation, you might want to try getting clarification directly from the IRS. I was in a similar position with some complicated options trading questions, and kept getting conflicting advice from different tax preparers. I discovered Claimyr (https://claimyr.com) which got me connected to an actual IRS agent who could give an authoritative answer. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c. I was honestly shocked when I got through to a real person who actually knew what they were talking about regarding investment taxation.
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Elijah Knight
•5 How does this actually work? I've literally spent hours on hold with the IRS before giving up. Are they just using some trick to skip the line or something?
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Elijah Knight
•18 Yeah right. Nobody gets through to the IRS these days. And even if you did, the average IRS phone representative isn't going to understand the finer points of warrant taxation. This sounds like a waste of money to me.
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Elijah Knight
•12 They use a system that keeps dialing and holds your place in line, then calls you when an IRS agent picks up. It's completely legitimate - they're just automating the hold process so you don't have to stay on the phone for hours. When I got through, I was able to ask for someone in the investments department who specifically handles questions about equity securities. They transferred me to a specialist who was actually quite knowledgeable about warrant taxation. She confirmed exactly what I needed to know about the distinction between selling vs. exercising warrants and the proper tax forms to use.
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Elijah Knight
18 I need to eat crow about Claimyr. After being completely skeptical, I gave it a shot because my warrant situation was getting complicated with multiple lots purchased at different times. Within 2 hours of using the service, I was literally talking to an IRS tax specialist who dealt with investment issues. She walked me through exactly how to report my warrant sales on Form 8949 and Schedule D, and confirmed that selling warrants held over a year qualifies for long-term capital gains treatment. She even explained how to handle the situation if some of my warrants expired worthless (which is treated as a capital loss on the original investment). The time saved was worth every penny compared to the 3+ hours I spent on hold last time I tried calling the IRS directly. My blood pressure thanks me.
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Elijah Knight
22 Another thing to consider that nobody's mentioned yet - if the company adjusted the warrant terms at any point (which sometimes happens), that could potentially reset your holding period. This happened to me when a company I had warrants in did a reverse split that affected the warrant terms. Definitely something to check.
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Elijah Knight
•1 Thanks for pointing that out! I don't think NARG has made any adjustments to the warrant terms since I've owned them, but that's a good point to keep in mind. How did you determine when exactly your holding period reset? Was there specific documentation or notification you received?
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Elijah Knight
•22 The company sent out a formal notification when they did the reverse split that specifically mentioned the impact on warrant terms. The notification included the effective date of the adjustment, which became my new acquisition date for tax purposes. If your company hasn't made adjustments, you're probably fine with your original purchase date. But it's always worth checking your account statements or contacting investor relations to confirm, especially if there have been any corporate actions during your holding period.
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Elijah Knight
6 Anyone have experience with using TurboTax to report warrant sales? I'm wondering if I should just enter it as a regular stock sale or if there's a special section for warrants. Last year's tax software was confusing with these kinds of transactions.
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Elijah Knight
•9 I used TurboTax last year for my warrant sales. You just report them as regular capital asset sales on Schedule D and Form 8949. Enter the ticker symbol (LMXWW in your case), your cost basis, sale price, and dates. Make sure you select "long-term" if you held them over a year. The only tricky part might be if you exercised any warrants (rather than selling them) - that would need different treatment. But for straight sales of the warrants themselves, it's pretty straightforward.
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Mateo Perez
This is a really helpful thread! I'm in a similar situation with warrants from a company acquisition. One thing I learned from my tax advisor is that you should also keep detailed records of when you purchased the warrants and any brokerage statements showing the exact dates, especially if you bought them in multiple lots over time. For tax purposes, if you sell only some of your warrant position, you'll need to specify which lots you're selling (FIFO, LIFO, or specific identification) to optimize your tax treatment. Since you've held them over a year, you're likely looking at long-term capital gains rates which is definitely better than ordinary income rates on exercise. Just make sure your broker provides you with the correct 1099-B that shows the proper holding period - sometimes they get it wrong with warrants since they're less common than regular stock transactions.
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Mateo Martinez
•That's excellent advice about keeping detailed records! I hadn't thought about the lot identification issue. Since I've been buying these warrants periodically over the past 18 months, I definitely have multiple lots at different basis prices. Quick question - when you say "specify which lots you're selling," do you need to tell your broker beforehand which specific lots to sell, or can you make that election when you're doing your taxes? I'm wondering if I should sell my highest basis lots first to minimize the current year's gain, or if there's a better strategy I should consider. Also, great point about double-checking the 1099-B. I'll make sure to review that carefully when I get it. Thanks for sharing your experience!
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Dylan Cooper
•You generally need to specify which lots you're selling at the time of the sale, not when filing taxes. Most brokers will ask you to choose your cost basis method (FIFO, LIFO, or specific identification) when you place the sell order, or they'll have a default method set up in your account settings. For tax optimization with warrants that have appreciated significantly like yours, you might want to consider selling your highest basis lots first to minimize current year gains, especially if you're close to bumping into a higher tax bracket. However, you should also think about whether you expect to be in a higher or lower tax bracket next year. One strategy some people use is to realize some gains this year and some next year to spread the tax impact, particularly if it helps you stay in the same capital gains tax bracket. The 0%, 15%, and 20% capital gains brackets have specific income thresholds, so it might be worth calculating where you'll land with different sale scenarios. Definitely coordinate with your tax advisor on the timing and lot selection strategy before you execute any sales!
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Diego Fisher
I've been following this discussion with great interest since I'm dealing with a similar warrant situation. One aspect that hasn't been covered yet is the potential impact of the Alternative Minimum Tax (AMT) on warrant transactions. While selling warrants held over a year generally qualifies for long-term capital gains treatment as discussed, if you're subject to AMT, you might want to consider the timing of your sales. Large capital gains can sometimes push you into AMT territory, which could affect your overall tax rate. Also, for anyone considering the exercise vs. sell decision, don't forget to factor in the time value of money. Even if exercising triggers ordinary income rates, you'd then own the underlying stock which could continue appreciating. The tax decision should be part of a broader investment strategy. Has anyone here had experience with AMT implications on large warrant gains? I'm trying to decide whether to spread my warrant sales across multiple tax years to manage the AMT exposure.
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Sean Flanagan
•Great point about AMT considerations! I hadn't thought about that angle. I'm actually in a position where a large warrant sale could potentially trigger AMT since I'm already close to the threshold with my regular income. From what I understand, the AMT rate is 26% or 28% depending on your income level, which could be higher than the standard long-term capital gains rates of 0%, 15%, or 20%. So even though selling the warrants qualifies for capital gains treatment, the effective rate under AMT might make it less attractive than I initially thought. Your point about spreading sales across multiple years makes a lot of sense. I'm wondering if there are any specific strategies for timing these sales to minimize AMT impact? Maybe selling smaller portions each year to stay under the AMT exemption thresholds? Also curious about your point regarding exercise vs. sell from an investment perspective. While the tax treatment might favor selling the warrants, if I really believe in the underlying company's long-term prospects, exercising and holding the stock could make sense despite the higher tax rate on exercise. It's definitely a more complex decision than just looking at the immediate tax implications.
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