Stock Option Types — ISO vs. NQSO Tax Treatment
Compensatory Stock Options
Incentive Stock Options (ISO)
Grant: no tax consequence
Exercise: no regular tax; spread is AMT preference item
Qualifying disposition (hold 2 yr from grant, 1 yr from exercise)
Gain = sale price - exercise price, taxed as LTCG
Employer gets no deduction
Disqualifying disposition
Spread at exercise = ordinary income
Remaining gain = capital gain
Employer gets deduction equal to ordinary income recognized
Nonqualified Stock Options (NQSO)
Grant: no tax if no readily ascertainable FMV
Exercise: spread (FMV - exercise price) = ordinary income, subject to withholding
Sale: gain/loss from FMV at exercise = capital gain/loss
Employer deduction at exercise equal to employee's ordinary income
ISO vs. NQSO — Qualifying vs. Disqualifying Disposition
Is the stock option an Incentive Stock Option (ISO)?
YesDid the employee hold the stock for at least 2 years from grant date AND 1 year from exercise date?
YesQualifying disposition — entire gain (sale price - exercise price) taxed as LTCG; no employer deduction
NoDisqualifying disposition — spread at exercise = ordinary income; additional gain = capital gain; employer gets deduction
NoNQSO — spread at exercise is always ordinary income (W-2); subsequent gain/loss is capital; employer always gets deduction at exercise
Self-Employment Tax
SE Tax = 92.35% x Net SE Income x 15.3% (up to SS wage base); 2.9% on excess
92.35% adjustment approximates the employer half. 15.3% = 12.4% Social Security (up to $181,200 in 2026) + 2.9% Medicare (no cap). Additional 0.9% Medicare on earned income above $200K/$250K.
Section 199A QBI Deduction (Simplified)
QBI Deduction = Lesser of: (a) 20% of QBI, or (b) 20% of taxable income before QBI deduction (minus net capital gain)
Available to noncorporate taxpayers from pass-through entities. Phase-out for SSTBs above $203,200/$406,400 (2026). W-2/UBIA limitation applies above threshold: greater of 50% of W-2 wages or 25% of W-2 wages + 2.5% of UBIA.
Section 199A W-2/UBIA Limitation
QBI Deduction (above threshold) = 20% of QBI, limited to greater of: (a) 50% of W-2 wages, or (b) 25% of W-2 wages + 2.5% of UBIA of qualified property
Applies when taxable income exceeds $203,200 single / $406,400 MFJ (2026). UBIA = unadjusted basis immediately after acquisition of qualified property. Phases in over $50K/$100K range.
ISO-212 years from grant, 1 year from exercise
The holding period requirements for ISO qualifying disposition treatment. Both periods must be met for the entire gain to be taxed as long-term capital gain. Failing either period results in a disqualifying disposition with ordinary income on the spread.