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What issues should I consider regarding my Incentive Stock Options?

Updated: Jun 7, 2023

Incentive Stock Options (ISOs) are a form of equity compensation, offering employees a share in the potential appreciation of a company’s value, with preferential tax treatment. Many of our clients have been (or will be) granted ISOs by their employers during their careers. Deciding whether and when to exercise ISOs and sell shares can be difficult and requires cash flow analysis, complex tax planning, and a long-term strategy. This checklist helps guide our conversations when advising clients regarding their ISOs. It covers:

  • Issues to consider at grant

  • Implications of exercise, including early exercise and post-vesting

  • Tax considerations and the IRC §83(b) election

  • Share ownership and sale strategies

  • Concentration and other risks



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Incentive stock options (ISOs) are a popular form of equity compensation that offers employees the opportunity to share in a company's value appreciation while enjoying preferential tax treatment. However, navigating ISOs can be complex, requiring careful cash flow planning, tax considerations, and long-term strategies. In this article, we will explore five critical areas related to ISOs, covering grant issues, exercise implications, tax considerations, share ownership strategies, and concentration risks. Please note that consulting with a qualified CPA or tax professional is essential when dealing with ISOs.


Grant Issues:

At the grant stage, understanding the options awarded to you is crucial. Seek assistance in comprehending the relevant forms and consult with HR to ensure clarity on how ISOs are granted. Monitor the vesting schedule and be aware of expiration time periods. Evaluate the advantages and risks of exercising ISOs before vesting, considering factors such as company performance and the need for diversification. Additionally, review how termination of employment may affect your ISOs and stay informed about any foreseeable changes.


Exercise Issues:

Determining the value of your ISOs is vital before exercising your rights. Assess the stock's current fair market value (FMV) to determine if your options are "in the money" or "underwater." Consider the bargain element, which reflects the spread between the exercise price and the FMV, and evaluate the company's dividend policy and potential tax benefits. Take into account any discounts applied to underlying shares that are not marketable. Furthermore, it's crucial to assess your company's future equity value and long-term viability.


Tax Considerations:

ISOs entail various tax implications that require careful attention. Understand that there are no regular tax consequences at exercise, but alternative minimum tax (AMT) may apply to the bargain element if you hold the stock throughout the tax year. Familiarize yourself with the option to exercise early and be aware of the associated tax consequences, particularly the risk of a disqualifying disposition. File the 83(b) election with the IRS to preserve ISO status, and be mindful of the cumulative limit on ISO treatment.


Share Ownership Strategies:

Owning and selling ISO-acquired shares involves specific considerations. Determine if your company has pre-clearance, blackout, or window periods that affect share trading. Understand the tax implications of selling shares acquired through ISOs, aiming for qualifying dispositions to benefit from favorable long-term capital gains treatment. Keep track of your regular tax basis, AMT basis, and minimum tax credit. Review your options within the context of your estate plan or pending divorce, and be mindful of any state-specific issues.


Concentration and Other Risks:

Mitigating concentration risk is vital when dealing with ISOs. Assess whether your company is at risk of being acquired within the next two years and evaluate the potential impact on your ISOs. Consider factors such as the risk of a stock price decline and the balance between waiting for a qualified disposition and the potential for a price decline. Address options within your overall financial plan, integrating exercise and sales strategies with your income and saving strategies.


Incentive stock options provide an opportunity for employees to participate in a company's growth while enjoying favorable tax treatment. However, navigating the complexities of ISOs requires careful planning, expert advice, and a comprehensive understanding of the associated risks and opportunities. By considering grant issues, exercise implications, tax considerations, share ownership strategies, and concentration risks, you can make informed decisions that align with your long-term financial goals. Remember to consult with qualified professionals, such as CPAs or tax advisors, to ensure compliance with tax regulations and optimize your ISO-related strategies.

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