How Are Employee Stock Options Taxed?

Incentive Options and Non-Qualified Options Are Taxed Differently

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There are two types of employee stock options: non-qualified stock options (NSOs) and incentive stock options (ISOs). The type is important, because they're not taxed the same.

Key Takeaways

  • Non-qualified stock options are taxed whether you sell the stock or not.
  • Incentive stock options are taxed based on the alternative minimum tax rules.
  • It's often best not to exercise either option based on the amount you'll be taxed, but rather on how you'll be taxed.

Taxation of Non-Qualified Stock Options

The difference between the market price of the stock and the strike price (called the "spread") is counted as earned income when you exercise NSO stock options (buy the stock at the strike price), even if you exercise your options and hold the stock.

Earned income is subject to payroll taxes (Social Security and Medicare). It's also subject to regular income taxes at your tax rate. Your employer will withhold these taxes when you exercise your options.

You pay two types of payroll taxes. One type goes to Social Security. It's 6.2% on earnings up to the taxable wage base limit. The wage base is $147,000 in tax year 2022 and $160,200 in 2023. HI (hospital insurance) or Medicare is 1.45% on all earned income.

Your payroll taxes on gains from exercising your NSO stock options will be 1.45% for Medicare only if and when your earned income exceeds the Social Security tax wage base for the given tax year.


Medicare taxes have no wage base limit, so you'll be taxes 1.45% regardless of income. And if you earn more than $200,000, you owe an additional 0.9% for Medicare.

You will pay a total of 7.65% on gains if your year-to-date earned income is less than the base when you exercise non-qualified stock options. Your payroll taxes will switch to 1.45% on earnings over the base once your earned income reaches the base.

You should not exercise employee stock options based only on tax factors, but you will pay payroll taxes if you've held a stock with options and decide to exercise when you have no other earned income. That might be one time when you decide to exercise based on taxes.

All income from the spread is subject to income tax in addition to the payroll taxes when you exercise your options. On top of that, if you hold the stock and the price goes up, any gain above the spread will be taxed as a capital gain.

Taxation of Incentive Stock Options

Unlike NSO stock options, a gain on incentive stock options is not subject to payroll taxes, but it is subject to income tax. It may be a preference item for the alternative minimum tax (AMT) calculation. That means it's not included when you calculate your regular tax liability but it is included when you calculate your liability for the alternative minimum tax.

There can be two tax outcomes when you exercise an ISO, depending on when you sell the stock.

Exercise and Sell in the Same Year

You'll pay tax on the difference between the market price at the time of sale and the exercise price when you exercise the ISO and sell the stock in the same calendar year. It's taxed at your ordinary income tax rate.


Gains made from investments that you hold for one year or less are taxed as ordinary income. You're taxed at the capital gains tax rate if you hold them for more than one year. These rates can be lower than the ordinary income rate.

Exercise and Hold in the Same Year

The difference between the exercise price and the market price becomes an AMT preference item if you exercise the ISO but hold the stock. Exercising incentive stock options might mean you’ll have to pay the AMT.

You can get a credit for any excess AMT tax if you pay too much, but it can take many years to use up this credit. The difference between the exercise price and the market price when you sell is taxed as a long-term gain rather than as income if you hold the shares for one year from your exercise date, or for two years from the grant date of the option.

You may get to use some of your prior AMT credit if your tax rate exceeds your AMT tax rate. Holding the stock for the required period can mean paying capital gains tax at 15% rather than 20% on the amount of gain that places you over $445,850 if you're a high-income earner. There are some risks to this strategy.

The Bottom Line

Tax rules can be complex. A good tax professional or financial planner can help you estimate the taxes and show you how much you'll have left after all taxes are paid if you choose any of these options. They can provide guidance on ways to time the exercise of your options to pay the least tax possible.

Frequently Asked Questions (FAQs)

How are stock options taxed?

When most people ask how stock options are taxed, they are talking about stock or ETF options that are publicly traded on exchanges. These are much different from employee stock options, because they can be bought and sold, which means that options traders can incur capital gains that are taxed just like any other stock trade. Employee stock options can't be sold, so taxes only occur after the options are exercised when the stock shares are sold (unless the alternative minimum tax applies).

How do I report employee stock options on my tax return?

You do not need to report employee stock options on your tax return unless you create a taxable event. For example, you may exercise non-qualified stock options and incur capital gains that will be reported on your Form 1040. If you exercise ISOs and hold them, and you need to pay the alternative minimum tax, then you will report that information on Form 6251.

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The Balance uses only high-quality sources, including peer-reviewed studies, to support the facts within our articles. Read our editorial process to learn more about how we fact-check and keep our content accurate, reliable, and trustworthy.
  1. National Center for Employee Ownership. "Stock Options, Restricted Stock, Phantom Stock, Stock Appreciation Rights (SARs), and Employee Stock Purchase Plans (ESPPs)."

  2. Internal Revenue Service. "Understanding Employment Taxes."

  3. Social Security Administration. "2023 SocialSecurity Changes." Page 1.

  4. Internal Revenue Service. "Topic No. 427 Stock Options."

  5. Internal Revenue Service. "Publication 525 (2020), Taxable and Nontaxable Income." See "Statutory Stock Options."

  6. Internal Revenue Service. "Topic No. 409 Capital Gains and Losses."

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