IRS Tax Treatment of ISO Forms 3921, 6251, 8949 | John R. Dundon
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IRS Tax Treatment of Incentive Stock Options Forms 3921, 6251, 8949

IRS Tax Treatment of Incentive Stock Options Forms 3921, 6251, 8949

IRS Tax Treatment of Incentive Stock Options Forms 3921, 6251, 8949

IRS Tax Treatment of Incentive Stock Options Forms 3921, 6251, 8949.

Incentive stock options (ISO) are compensation to employees in the form of stock rather than cash. With an ISO, the employer grants to the employee an option to purchase stock in the employer’s corporation, or parent or subsidiary corporations, at a predetermined price, called the exercise price or strike price.

This transaction can happen as soon as the option becomes available to be exercised or is vested. Strike prices are set at the time the options are granted, but options usually vest over a period of time. If the stock increases in value, an ISO provides employees with the ability to purchase stock in the future at the previously locked-in strike price. This discount in the purchase price of the stock is called the spread.

ISOs are taxed in two ways:

  • On the spread
  • On any increase or decrease in the stock’s value when disposed.

Income from ISOs are taxed for regular income tax and alternative minimum tax, but are not taxed for Social Security and Medicare purposes.

In order to calculate the tax treatment of ISOs, you’ll need to know the:

  • Grant date: the date the ISOs were granted to the employee
  • Strike price: the cost to purchase a share of stock
  • Exercise date: the date on which you exercised your option and purchased shares
  • Selling price: the gross amount received from selling the stock.

How ISOs are taxed depends on how and when the stock is sold or disposed. Disposition of stock is typically when the employee sells the stock, but it can also include transferring the stock to another person or giving the stock to charity.

A qualifying disposition of ISOs simply means that the stock, which was acquired through an incentive stock option, was disposed more than two years from the grant date and more than one year after the stock was transferred to the employee (usually the exercise date). An additional qualifying criteria is that you must have been continuously employed by the employer granting the ISO from the grant date up to 3 months prior to the exercise date.

Exercising an ISO is treated as income solely for the purpose of calculating the alternative minimum tax (AMT), but is ignored for the purpose of calculating the regular federal income tax. The spread between the fair market value of the stock and the option’s strike price is included as income for AMT purposes.

The fair market value is measured on the date when the stock first becomes transferable or when your right to the stock is no longer subject to a substantial risk of forfeiture. This inclusion of the ISO spread in AMT income is triggered only if you continue to hold the stock at the end of the same year in which you exercised the option. If the stock is sold within the same year as exercise, then the spread does not need to be included in your AMT income.

A qualifying disposition of an ISO is taxed as a capital gain at the long-term capital gains tax rates on the difference between the selling price and the cost of the option.

Disqualifying ISO dispositions are taxed in two ways:

1. compensation income subject to ordinary income tax rate determined as follows:

  • If you sell the ISO at a profit, then your compensation income is the spread between the stock’s fair market value when you exercised the option and the option’s strike price.
  • Any profit above compensation income is capital gain.
  • If you sell the ISO shares at a loss, the entire amount is a capital loss and there’s no compensation income to report.

2. capital gain or loss subject to the short-term or long-term capital gains rates.

Be aware that employers are not required to withhold taxes on the exercise or sale of incentive stock options. Accordingly, persons who have exercised but not yet sold ISO shares at the end of the year may have incurred alternative minimum tax liabilities. And persons who sell ISO shares may have significant tax liabilities that may not necessarily be paid for through payroll withholding.

Taxpayers should send in payments of estimated tax to avoid having a balance due on their tax return. You may also want to increase the amount of withholding in lieu of making estimated payments.

Incentive stock options are reported on Form 1040 in a wide variety of ways:

Increase your AMT income by the spread between the fair market value of the shares and the exercise price

This can be calculated using data found on Form 3921 provided by your employer. The calculated spread is reported on Form 6251.

  • Because you are recognizing income for AMT purposes, you will have a different cost basis in those shares for AMT than for regular income tax purposes.
  • Accordingly, you should keep track of this different AMT cost basis for future reference.
  • For regular tax purposes, the cost basis of the ISO shares is the price you paid (the exercise or strike price).
  • For AMT purposes, your cost basis is the strike price plus the AMT adjustment (the amount reported on Form 6251 line 14).

Report the gain on your Schedule D and Form 8949.

  • You’ll report the gross proceeds from the sale, which will be reported by your broker on Form 1099-B.
  • You’ll also report your regular cost basis (the exercise or strike price, found on Form 3921).

You’ll also fill out a separate Schedule D and Form 8949 to calculate your capital gain or loss for AMT purposes.

  • On that separate schedule you’ll report gross proceeds from the sale and your AMT cost basis (exercise price plus any previous AMT adjustment).

On Form 6251, you’ll report a negative adjustment on line 17 to reflect the difference in gain or loss between the regular and AMT gain calculations.

Compensation income is reported as wages on Form 1040 line 7, and any capital gain or loss is reported on Schedule D and Form 8949.

  • Compensation income may already be included on your Form W-2 wage and tax statement from your employer in the amount shown on box 1.
  • Some employers will provide a detailed analysis of your box 1 amounts at the top portion of your W-2.
  • If the compensation income has already been included on your W-2, then simply report your wages from Form W-2 box 1 on your Form 1040 line 7.
  • If the compensation income has not already been included on your W-2, then calculate your compensation income, and include this amount as wages on line 7.
  • In addition to the amounts from your Form W-2, on your Schedule D and Form 8949, you’ll report the gross proceeds from the sale (shown on Form 1099-B from your broker) and your cost basis in the shares.

For disqualifying dispositions of ISO shares, your cost basis will be the strike price (found on Form 3921) plus any compensation income reported as wages.

  • If you sold the ISO shares in a year other than the year in which you exercised the ISO, you will have separate AMT cost basis
  • So you’ll utilize a separate Schedule D and Form 8949 to report the different AMT gain and
  • You’ll use Form 6251 to report a negative adjustment for the difference between the AMT gain and the regular capital gain.

IRS Form 3921 is a tax form used to provide employees with information relating to incentive stock options that were exercised during the year.

  • Employers provide one instance of Form 3921 for each exercise of incentive stock options that occurred during the calendar year.
  • Employees who had two or more exercises may receive multiple Forms 3921 or may receive a consolidated statement showing all exercises.

The formatting of this tax document may vary, but it will contain the following information

  • identity of the company that transferred stock under an incentive stock option plan
  • identity of the employee who exercise the incentive stock option
  • date the incentive stock option was granted
  • date the incentive stock option was exercised
  • exercise price per share
  • fair market value per share on the exercise date
  • number of shares acquired

This information can be utilized to identify the beginning and end of the special holding period to qualify for preferred tax treatment & calculate:

  • your cost basis in the shares
  • the amount of income that needs to be reported for the alternative minimum tax
  • the amount of compensation income on a disqualifying disposition

Incentive stock options have a special holding period to qualify for capital gains tax treatment.

  • The holding period is two years from the grant date and one year after the stock was transferred to the employee.

IRS Form 3921 – Exercise of Incentive Stock Options Under IRC 422(b) shows the grant date in box 1 and shows the transfer date or exercise date in box 2.

  • Add two years to the date in box 1 and add one year to the date in box 2.
  • If you sell your ISO shares after whichever date is later, then you will have a qualifying disposition and any profit or loss will be entirely a capital gain or loss taxed at the long-term capital gains rates.
  • If you sell your ISO shares anytime before or on this date, then you’ll have a disqualifying disposition, and the income from the sale will be taxed partly as compensation income at the ordinary income tax rates and partly as capital gain or loss.

Multiple IRS Form 3921 in same tax year

  • If you exercise an ISO during the year generally you will receive IRS Form 3921, or a similar statement, from your employer for each transfer made during the year.
  • Form 3921, or similar statement, is used to compute gain or loss when the taxpayer sells or otherwise disposes of the stock.
  • Each time you exercise ISOs a 3921 or similar report will be issued.
  • There can be multiple forms in the same tax year.

Sale of statutory stock

  • You have taxable income or a deductible loss when you sell the stock that was bought by exercising the option.
  • Income or loss is the difference between the amount paid for the stock (the option price) and the amount received when it is sold.
  • You generally treat this amount as capital gain or loss and reports it on Schedule D for the year of the sale.

Reporting rules

  • When you sell stock acquired by exercising an ISO, you need to determine if the holding period requirement has been satisfied.
  • If satisfied the gain or loss from the sale is a capital gain or loss.
  • Report the sale on Form 8949, Sales and Other Dispositions of Capital Assets, and Schedule D.
  • The basis of the stock is the amount paid for the stock.
  • IF holding period is not satisfied and you have a gain from the sale, the gain is ordinary income up to the amount by which the stock’s FMV when the option was exercised exceeds the option price.
  •       Any excess gain is capital gain.
  • Your employer should report the ordinary income as wages in box 1 of Form W-2, and you must report this ordinary income amount on line 1, Form 1040.
  • If your employer does not provide a Form W-2, or if the Form W-2 does not include the ordinary income in box 1, you must still report the ordinary income as wages on line 1, Form 1040, for the year of the sale or other disposition of the stock.
  • Report the capital gain or loss on Form 8949and Schedule D (Form 1040).
  • In determining capital gain or loss, basis is the amount paid when the option was exercised plus the amount reported as wages.
  • If the holding period requirement not satisfied AND there is a loss from the sale, it is a capital loss and there is no ordinary income.
  • To the extent that the aggregate FMV of stock exercisable, for the first time, by any individual exceeds $100,000 during the calendar year, the excess is treated as non-statutory stock options as per IRC 422(d).

Statutory v. Non Statutory Stock Options

Statutory

If your employer grants you a statutory stock option, you generally don’t include any amount in your gross income when you receive or exercise the option. However, you may be subject to alternative minimum tax in the year you exercise an ISO. For more information, refer to the Instructions for Form 6251. You have taxable income or deductible loss when you sell the stock you bought by exercising the option. You generally treat this amount as a capital gain or loss. However, if you don’t meet special holding period requirements, you’ll have to treat income from the sale as ordinary income. Add these amounts, which are treated as wages, to the basis of the stock in determining the gain or loss on the stock’s disposition. Refer to Publication 525 for specific details on the type of stock option, as well as rules for when income is reported and how income is reported for income tax purposes.

Incentive Stock Option – After exercising an ISO, you should receive from your employer a Form 3921, Exercise of an Incentive Stock Option Under Section 422(b). This form will report important dates and values needed to determine the correct amount of capital and ordinary income (if applicable) to be reported on your return.

Employee Stock Purchase Plan – After your first transfer or sale of stock acquired by exercising an option granted under an employee stock purchase plan, you should receive from your employer a Form 3922, Transfer of Stock Acquired Through an Employee Stock Purchase Plan under Section 423(c). This form will report important dates and values needed to determine the correct amount of capital and ordinary income to be reported on your return.

Non Statutory

If your employer grants you a nonstatutory stock option, the amount of income to include and the time to include it depends on whether the fair market value of the option can be readily determined.

Readily Determined Fair Market Value – If an option is actively traded on an established market, you can readily determine the fair market value of the option. Refer to Publication 525 for other circumstances under which you can readily determine the fair market value of an option and the rules to determine when you should report income for an option with a readily determinable fair market value.

Not Readily Determined Fair Market Value – Most nonstatutory options don’t have a readily determinable fair market value. For nonstatutory options without a readily determinable fair market value, there’s no taxable event when the option is granted but you must include in income the fair market value of the stock received on exercise, less the amount paid, when you exercise the option. You have taxable income or deductible loss when you sell the stock you received by exercising the option. You generally treat this amount as a capital gain or loss. For specific information and reporting requirements, refer to Publication 525.

IMPORTANT Note

  • The basis information reported on Form 1099-B may or may not reflect any amount included in your income upon grant or exercise.
  • The basis will likely need to be adjusted.
  • It is YOUR responsibility to make any appropriate adjustments to the basis information reported on Form 1099-B by properly completing IRS Form 8949

 Example

  • Your employer granted you an ISO on March 12, 2020, to buy 100 shares of the Corporation’s stock at $10 a share, its FMV at the time.
  • You exercised the option on January 7, 2021, when the stock was selling on the open market for $12 a share.
  • On January 17, 2022, you sold the stock for $15 a share.
  • Although you held the stock for more than a year, less than two years had passed from the time you were granted the option.
  • In 2022, you must report the difference between the option price ($10) and the value of the stock when you exercised the option ($12) as wages.
  • The rest of your gain is capital gain, computed as follows.
  •      Selling price ($15 × 100 shares) or $1,500 LESS purchase price ($10 × 100 shares) or $1,000 Equals $500 gain
  •      $500 gain LESS amount reported as wages (ordinary gain) [($12 × 100 shares) minus $1,000] or $200 = capital gain $300

If you exercise an incentive stock option and don’t sell the shares before the end of the calendar year, you’ll report additional income for the (AMT)

  • The amount included for AMT purposes is the difference between the fair market value of the stock and the cost of the incentive stock option.
  • For alternative minimum tax (AMT) purposes, stock acquired through the exercise of an ISO is treated as if no special treatment applied.
  • This means that when the rights in the stock are transferable or no longer subject to a substantial risk of forfeiture
  • The FMV of the stock in excess of the option price is included as an adjustment in computing AMT.
  • The AMT basis in the stock is then increased by the amount of the adjustment.
  • No adjustment is needed if the stock is disposed of in the same year the option is exercised

AMT Example

  • Your late stage startup company grants you an ISO on April 8, 2021, to buy 100 shares of M Company at $9 a share, its FMV at the time.
  • You exercised the option on January 7, 2022, when the stock was selling on the open market for $14 a share.
  • On January 15, 2022, when the stock was selling on the open market for $16 a share, your rights to the stock first became transferable.
  • You include $700 ($1,600 value when your rights first became transferable minus $900 option price) as an adjustment on IRS Form 6251 – Alternative Minimum Tax.

The cost basis of shares acquired through an incentive stock option is the exercise price.

  • Your cost basis for the entire lot of shares is thus the amount in box 3 multiplied by the number of shares shown in box 5.
  • This figure will be used on Schedule D and Form 8949.
  • Shares exercised in one year and sold in a subsequent year have two cost bases: one for regular tax purposes and one for AMT purposes.
  • The AMT cost basis is the regular tax basis plus the AMT income inclusion amount.
  • This figure will be used on a separate Schedule D and Form 8949 for AMT calculations.

If incentive stock option shares are sold during the disqualifying holding period, then some of your gain is taxed as wages subject to ordinary income taxes, and the remaining gain or loss is taxed as capital gains.

  • The amount to be included as compensation income, and usually included on your Form W-2 box 1, is the spread between the stock’s fair market value when you exercised the option and the exercise price.
  • This compensation income amount is typically included on your Form W-2, box 1. If it’s not included on your W-2, then include this amount as additional wages on Form 1040 line 7.

Photo by Chris Liverani on Unsplash (5/30/2021)



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