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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 dont pay taxes upon exercise, with NSOs you pay taxes both when you exercise the option (purchase shares) and sell those shares.
Gains from non-qualified stock options (NQSO) are considered ordinary income and are therefore not eligible for the tax break.Comparison chart. Non-qualified Stock OptionsQualified Stock OptionsRecipientCan be issued to anyone, e.g., employees, vendors, board of directorsCan only be issued to employees6 more rows
Incentive stock options (ISOs), are a type of employee stock option that can be granted only to employees and confer a U.S. tax benefit. ISOs are also sometimes referred to as statutory stock options by the IRS. ISOs have a strike price, which is the price a holder must pay to purchase one share of the stock.
Once you exercise your non-qualified stock option, the difference between the stock price and the strike price is taxed as ordinary income. This income is usually reported on your paystub. There are no tax consequences when you first receive your non-qualified stock option, only when you exercise your option.
Incentive stock options are statutory (qualified) and differ from nonstatutory (nonqualified) stock options, or NSOs, in a few key ways: Eligibility. ISOs are issued only to employees, whereas NSOs can be granted to outside service providers like advisors, board directors or other consultants.

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The minimum NSO exercise withholding requirement is only 22% for up to $1 million in spread value (37% if over $1 million). Many companies try to estimate the right amount but it isnt very easy. Companies are required to withhold NSO taxes only for employees.
The main difference between NSOs and ISOs comes down to how they are taxed. If you recall, ISOs are only taxed at the capital gains tax when they are sold. NSOs can potentially be taxed on two occasions. To start, NSOs are taxed when the stock options are initially exercised.
You will receive the net proceeds in cash after option exercise costs, taxes, commissions and fees. You may use the proceeds from the stock sale to cover the purchase price, tax withholding and additional fees.
If minimizing ordinary income tax is your priority, you should focus on meeting the requirements for a qualifying disposition. This means that you have to wait for a minimum of two years from the ISO grant date and at least a year from the exercise date before you sell your ISO shares.
An incentive stock option (ISO) is a corporate benefit that gives an employee the right to buy shares of company stock at a discounted price with the added benefit of possible tax breaks on the profit. The profit on qualified ISOs is usually taxed at the capital gains rate, not the higher rate for ordinary income.

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