Stock FAQs

how do nso stock options work

by Ottilie Denesik Published 2 years ago Updated 2 years ago
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A non-qualified stock option (NSO) is a type of employee stock option

Employee stock option

An employee stock option is a label that refers to compensation contracts between an employer and an employee that carries some characteristics of financial options. Employee stock options are commonly viewed as a complex call option on the common stock of a company, granted by the company to an employee as part of the employee's remuneration package. Regulators and economists hav…

wherein you pay ordinary income tax on the difference between the grant price and the price at which you exercise the option. 1  Key Takeaways Non-qualified stock options require payment of income tax of the grant price minus the price of the exercised option.

NSOs work by a company giving employees or other stakeholders options to buy company shares as part of a compensation package. The shares have a specific exercise price. After vesting, NSO recipients can decide when to exercise, based on whether the company's stock price rises above the exercise price.Dec 21, 2021

Full Answer

What is a non qualified stock option?

  • Grant Date: The date on which an employee receives the non qualified stock option. ...
  • Strike price: The price at which stock options are given to an employe e on the grant date is the strike price. ...
  • Vesting schedule: Employers grant stock options based on vesting schedules. ...

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What are tax consequences of nonqualified stock options?

Your payroll taxes on gains from exercising your NQ stock options will be 1.45% for Medicare only if and when your earned income exceeds the wage base for the given tax year. You won't pay more than 6.2% of your wage base in taxes for Social Security if you earn more than that amount.

What is a non qualified stock option plan?

  • the grant date must be 110% of FMV as of the grant date, and
  • The option term cannot exceed 5 years from the grant date.
  • The exercise price cannot be less than the FMV of the stock at the grant date.

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When are nonqualified stock options taxable?

You generally do not owe taxes when you are granted non-qualified stock options. You don’t owe when your non-qualified stock options vest, either. This no-tax timeframe allows you to defer income tax while potentially creating considerable wealth if the value of your shares increases.

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When should you exercise NSO stock options?

The most common expiration of NSOs is 10 years, but this does vary from company to company. Since time is often your friend when it comes to stock options, you can simply sit out the first couple of years to allow for growth and start to exercise your NSOs in a systematic way when you are nearing expiration.

How are NSO stock options taxed?

So how exactly are NSOs taxed? NSOs are taxed at ordinary income tax rates (the highest possible rate, just like your salary) twice: When you exercise them. Then again when you make money with them after your company exits.

What does NSO mean for stock options?

non-qualified stock optionA non-qualified stock option (NSO) is a type of employee stock option wherein you pay ordinary income tax on the difference between the grant price and the price at which you exercise the option.

Is NSO or ISO better?

ISOs only apply while you are still employed at the company that issued the grant and cannot be extended beyond 90 days after you leave. NSOs don't require employment and can be extended well beyond 90 days.

Are NSO taxed twice?

As mentioned above, NSOs are generally subject to higher taxes than ISOs because they are taxed on two separate occasions — upon option exercise and when company shares are sold — and also because income tax rates are generally higher than long-term capital gains tax rates.

What is the difference between ISO and NSO stock options?

Only employees can receive ISOs, whereas NSOs may be granted to any service providers (e.g., employees, directors, consultants, and advisors). ISOs must be exercised within three months following termination of employment (even if the holder continues providing services in some other capacity).

Can you early exercise an NSO?

Assuming the company is a corporation, both incentive stock options (ISOs) and nonqualified stock options (NSOs) can include an early exercise feature.

Can NSO be converted to ISO?

Unfortunately, there are pretty strict tax rules around whether or not stock options can qualify as ISO. These rules don't allow you to change the original terms of the stock option grant without disqualifying the option, effectively converting it to NSO.

What is ISO NSO split?

Anything in excess of $100K worth of stock options exercisable in one year is treated by the IRS as NSOs. To comply with the $100K rule, you can divide option grants that exceed the $100k threshold into ISO and NSO portions. This division is commonly called an ISO/NSO split.

Why are NSOs called non-qualified stock options?

They are called non-qualified stock options because they do not meet all of the requirements of the Internal Revenue Code to be qualified as ISOs. 2 

What happens if you exercise stock options without the date?

If the date passes without the options being exercised, the employee would lose those options. There is an expectation that the company’s share price will increase over time. That means employees stand potentially to acquire stock at a discount if the grant price—also known as the exercise price—is lower than later market prices. ...

Can you lose stock options if you leave the company?

The terms of the options may require employees to wait a period of time for the options to vest. Furthermore, the employee could lose the options if they left the company before the stock options are vested. There might also be clawback provisions that allow the company to reclaim NSOs for a variety of reasons.

Non-Qualified Stock Options Explained in Less Than 5 Minutes

A non-qualified stock option (NSO) is a form of equity compensation that can be provided to employees and other stakeholders. An NSO gives recipients the choice to purchase a company’s stock at a predetermined price, which can be profitable if the stock price rises above that level.

Definition and Examples of Non-Qualified Stock Options

An NSO gives option holders such as employees or independent advisors the opportunity to purchase a company’s stock at a given price, known as the exercise price or strike price. 1

Tax Considerations

NSOs do have some unique tax characteristics. Generally, you have to pay ordinary income taxes on the difference between the cost to exercise the options and the value of the options at the time you exercise them, even if you don’t sell the shares right away.

How Do Non-Qualified Stock Options Work?

NSOs work by a company giving employees or other stakeholders options to buy company shares as part of a compensation package. The shares have a specific exercise price.

NSOs vs. ISOs

NSOs are generally easier for employers to provide, because they have fewer restrictions than ISOs, such as who can receive them and the value that can be exercised.

What is exercise in stock options?

A stock option vocabulary: Exercise: The act of purchasing the shares of stock that are underlying to the option. Grant price: The price at which the stock can be purchased under the terms of the option. This is also referred to as the strike price or the exercise price. Under most plans, this is set at the fair market value ...

What happens if you exercise options and sell shares?

If the options are exercised and the applicable shares are sold simultaneously (as is often the case), compensation income will still be recognized, without any, or at most minimal, resulting capital gain or loss on the transaction.

Why is there a loss on exercise and sell?

Because of mismatches in the way fair market value at exercise is measured and how capital gain or loss is calculated , there is quite often some gain or loss. On an exercise-and-sell transaction, for example, most plan participants have a capital loss equal to the brokerage commission and SEC fees on the sale.

When do options vest?

The options vest over a period of time and/or when certain individual, group, or corporate goals are met. Once vested, an employee can exercise the option at the grant price at any time over the option term, up to the expiration date.

Is NSO exercise taxable?

The recipient of an NSO is not taxed at the time the option is granted, and is taxed instead when the option is exercised. When an employee exercises an NSO, the spread on exercise (the difference between the fair market value of the stock and the grant price of the option) is taxable to the employee in the same year in which ...

Why do stock options vest over time?

Stock options are supposed to be an incentive to stay, work, and make the company successful. That is why they vest over time. The cliff is intended to ensure that you are putting in some time before you are able to see a financial benefit from your options.

What is the nicest thing about NSOs?

The nice thing about NSOs is that they are a little simpler and easier to understand than ISOs, however stock options in general can be a confusing concept. This article will dive deep into what NSOs are, who gets them, how they are taxed, and how you can make the most of them.

Is it important to exercise your shares?

The time that you choose to exercise your shares is incredibly important, as is the time that you choose to sell your shares, and both can have a large degree of bearing on your tax liability (although luckily this is simpler with NSOs than ISOs).

Can you sell stock options after exercising an employee?

After you exercise your employee stock options, you need to sell them to turn your ownership into money. In the past, if the company who issued the grant wasn’t publicly traded on a stock exchange like the NYSE or Nasdaq, it was almost impossible to sell shares from an ISO grant.

Can you exercise NSO stock options?

If the company does well, so will you. Exercising, selling, and monetizing your NSO employee stock option shares. If you want to benefit from your NSOs, then eventually you will need to exercise and (eventually) sell your shares. You are able to exercise as many shares as you have vested at any given point.

What does it mean when an employee has stock options?

When an employee is granted stock options, it translates as the right to buy company shares at a fixed price on the grant date. This is a special privilege granted to employees of a company in comparison to external shareholders, who if interested, have to buy company shares at the going market price.

What is a non qualified stock option?

Non qualified stock option (NSO) is one where employees are taxed both while purchasing the stock (exercising options) as well as while selling the stock. Using this option, employers benefit from tax deductions, but employees end up paying higher taxes. These are called ‘non-qualified’, as unlike ISOs, NSOs do not meet all the requirements ...

How long do you have to hold stock options to get capital gains tax?

After exercising stock options, if the stocks are held for less than 12 months – short term capital gain rates are levied (similar to ordinary income tax). If stocks are held for more than a year, long term capital gain rates are levied in the range of 0 to 20%.

How long does a stock option last?

It can range from 12 months to 5 years. Expiration date: After the vesting period, once employees have received complete rights to exercise all of their non qualified stock options, they have to use it within a set time frame. This is the expiration date. Beyond this date, employees lose their claim over these stocks.

How long does a stock hold for tax?

This is similar to the ordinary income tax and is close to 30% of the taxable income. If stock is held for more than 12 months – Post exercise, if employees hold on to the stock for more than a year since the date of purchase, they are offered a special taxation structure under long-term capital gains tax.

Does receiving stock mean owing it?

However, receiving the stock does not mean owing it with immediate effect . On the grant date, the employee is being granted only the right to buy a certain amount of shares at a fixed price on a later date. But the grant date is important as it sets the timeline for the whole equity compensation package.

Is there a limit on strike price?

No limits. During the grant, the strike price must be at least similar to the current fair market value of stocks. During the grant, if the strike price is lesser than the current fair market value, the price difference is considered deferred compensation. Might incur an additional 20% federal income tax.

Why do companies use stock options?

Stock options are often used as a way to attract talent and incentivize employees to stay with a company. If employees exercise their options, they become shareholders in the company. There are two types: non-qualified stock options and incentive stock options. NSOs are more common than ISOs—probably because companies can take tax deductions ...

What are the different types of stock options?

There are three main types they offer: incentive stock options (ISOs), non-qualified stock options (NSOs), and restricted stock units (RSUs). These mostly differ by how they’re taxed and by whether individuals need to purchase the shares. Non-qualified stock options (NSOs) are a type of stock option that does not qualify for favorable tax treatment ...

What is a non qualified stock option?

Non-qualified stock options (NSOs) are a type of stock option that does not qualify for favorable tax treatment for the employee. Unlike with incentive stock options (ISOs), where you don’t pay taxes upon exercise, with NSOs you pay taxes both when you exercise the option (purchase shares) and sell those shares.

How long do you have to hold stock before selling?

You may be able to reduce your tax liability by holding your stock for at least a year before selling. That way, your gains are classified as long-term gains and you’ll pay taxes at the long-term capital gains tax rate, which is usually lower than the short-term capital gains tax rate. To sum things up:

What is the right to buy a set number of shares at a fixed price?

A stock option is the right to buy a set number of shares at a fixed price, often called the strike price, grant price, or exercise price. The price is usually determined by the fair market value, or whatever the shares are worth when you’re granted the options.

Can you exercise stock?

You can exercise your stock as soon as it is vested, but you’re never required to exercise. Should you choose to exercise, you can either pay in cash or sell a portion of your shares to cover the cost of exercise (this is often called a “cashless” exercise). Check to see if your company allows cashless exercises.

Can you exercise non-qualified stock options?

When can I exercise non-qualified stock options? Usually, you can’t buy all of your shares right away and have to work for the company over time to be able to purchase your shares. This is called vesting. You can exercise your stock as soon as it is vested, but you’re never required to exercise.

Basic Tax Treatment of Nonqualified Stock Options (NSOs)

Nonqualified Stock Options (NSOs) tax treatment isn’t too terribly complex once you become familiar with the different terms associated with them. We’ve covered the basic terms in this article so you can do a quick review.

NSO Tax Treatment - Things to Watch Out For

There are three major things to watch out for if you’ve received a grant of NSOs and are planning on exercising them.

Nonqualified Stock Option (NSO) Tax Examples

To help you figure out how to calculate the taxes you might owe from exercising NSOs or selling stock after exercising an NSO, we’ve put together three NSO Tax Examples to help you figure out which category you’d likely fall into.

Nonqualified Stock Options Tax Recommendations

Nonqualified stock options have a pretty straightforward tax calculation (eventually we’ll build a calculator for you to use). Since the spread on an NSO is treated as ordinary income when you exercise, it makes a lot of sense to sell immediately to ensure that you’ll have the funds you need to pay the taxes.

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Taxation and Non-Qualified Stock Options

  • As mentioned earlier, employees are required to pay taxes on NSOs when they choose to exercise their options since exercising the options creates a reportable income. The amount that will be taxed is given by:
See more on corporatefinanceinstitute.com

How Do Employers Benefit from Non-Qualified Stock Options?

  • Non-qualified stock options benefit employers in ways that are similar to all other stock options. By serving as an effective compensation method, it reduces the potential cash outflow and allows the company to retain higher cash and liquidity for other needs. It also acts as an incentive for employees – once they have a vested interest in the company, they are likely to be loyal and mot…
See more on corporatefinanceinstitute.com

More Resources

  • CFI is the official provider of the Commercial Banking & Credit Analyst (CBCA)™certification program, designed to transform anyone into a world-class financial analyst. To keep learning and developing your knowledge of financial analysis, we highly recommend the additional resources below: 1. Employee Stock Ownership Plan (ESOP) 2. Remuneration 3. Restricted Stock 4. Vesting
See more on corporatefinanceinstitute.com

Definition and Examples of Non-Qualified Stock Options

  • An NSO gives option holders such as employees or independent advisors the opportunity to purchase a company’s stock at a given price, known as the exercise price or strike price.1 For example, an employee might receive stock optionsthat have an exercise price of $10 per share. If the employee had the option to purchase 100 shares, they could pay $1,000 to exercise those op…
See more on thebalance.com

Tax Considerations

  • NSOs do have some unique tax characteristics. Generally, you have to pay ordinary income taxes on the difference between the cost to exercise the options and the value of the options at the time you exercise them, even if you don’t sell the shares right away. So, as in the example above, it would be as if you earned an extra $1,000 in income and have to pay income taxes on that.3 The…
See more on thebalance.com

How Do Non-Qualified Stock Options Work?

  • NSOs work by a company giving employees or other stakeholders options to buy company shares as part of a compensation package. The shares have a specific exercise price. Companies then typically have a vesting period, where NSO recipients earn the right to exercise a higher percentage of their NSOs the longer they’re with the company. For example, ...
See more on thebalance.com

Nsos vs. Isos

  • NSOs are generally easier for employers to provide, because they have fewer restrictions than ISOs, such as who can receive them and the value that can be exercised. However, ISOs can be more tax-friendly, as all earnings could potentially count as long-term capital gains (depending on holding periods). In contrast, with NSOs, the difference between the exercise price and fair mark…
See more on thebalance.com

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