Guide to Nonstatutory Stock Options (NSOs)


There are two types of stock options: Incentive Stock Options (ISOs) and Nonstatutory Stock Options (NSOs).

ISOs are generally what come to mind when people think of stock options, but NSOs are also common and how you approach them is slightly different.

What Are Nonstatutory Stock Options?

Nonstatutory Stock Options (NSOs) are also known as Non-Qualified Stock Options (NQOs).

They are typically used by more mature companies for higher-paid employees. These stock options are also given to contractors, consultants and other non-employees, if companies want to give them more than $100,000 worth annually.

Because NSOs do not meet the requirements of IRS Code Section 422, they do not benefit from the (potential) corresponding tax benefits that ISOs do.

Nonstatutory Stock Options vs. Incentive Stock Options

The main difference is between NSOs and ISOs is how they are taxed.

Get a grip on your options with Your Guide to Equity Compensation.

Tax Treatment of Nonstatutory Stock Options

Typically, NSOs are taxed at the date of exercise rather than the date of grant.

The amount subject to ordinary income tax is the difference between the fair market value at the time of exercise and the strike price. If you continue to hold the stock after exercise, any gain in price is subject to capital gains rules.

For example, let’s say:

You are granted 300 shares of XYZ, Inc., on January 1, with an exercise price of $10 per share, with 100 shares vesting each year for the next three years.
After the first year, you exercise 100 vested shares when the FMV is $30. The amount reported as ordinary income is $2,000.
Let’s say you hold the stock for one more year and sell when the FMV is $42. The amount subject to capital gains tax then is $1,200.

NSOs are subject to ordinary income tax and reported as W-2 wages for employees. They are also subject to federal and state income taxes, as well as Social Security and Medicare taxes.

Exercising and Selling Nonstatutory Stock Options

There’s no hard-and-fast rule when it comes to exercising and selling NSOs, but it’s generally a good idea to have more aggressive diversification if they are deep in the money (~33%-plus) and there is no special reason to defer income.

Do not let in-the-money options expire.

Our Take: Diversifying After Exercising NSOs

Since NSOs are taxed as ordinary income upon exercise, we generally recommend diversifying right away if you are deep in the money and there is no special reason to defer income (vs. holding and hoping the stock goes up).

If you exercised shares in the past and now hold a material amount of stock, then it can often make sense to start diversifying. It’s usually good to start with the highest-cost, long-term lots first. The amount to sell will likely come down to how much you’re comfortable with.

Consider consulting a tax advisor and a financial professional to learn more.

Have questions about your NSOs or other equity compensation? Schedule an appointment with a Personal Capital advisor.

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