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Understanding ISO stock options, tax implications, and leveraging capital loss carryover in 2025

I've recently been granted 1,000 ISO options to purchase my company's stock at $11 per share. The options were granted before we went public, and honestly I never bothered exercising them since they might have ended up worthless. Well, our company finally had its IPO last month. Here's my current situation: - 1,000 ISO options with $11 strike price - Current fair market value (FMV) of the stock is $257 From what I understand about the tax situation: If I exercise all 1,000 options, I'll be taxed on (257-11) * 1,000 = $246,000 as ordinary income. Here's the complication - I'm sitting on about $120k in capital loss carryover from some terrible investing decisions during the market crash and afterwards. I was hoping I could exercise my options and have my capital loss carryover offset some of the gains from the options by $120k. But I think capital gains only get calculated when I actually sell the shares after exercising, right? Questions: 1. Should I have exercised when the FMV was closer to my strike price? For example, if my strike was $11 and FMV was $14, I'd only pay $3,000 in ordinary income, and later the $243,000 would be capital gains when I sell? This would have let me offset with my loss carryover and get the lower capital gains rate. 2. Since I waited until FMV hit $257, does this mean I'm stuck paying mostly ordinary income tax at a higher rate? 3. What about AMT implications if I exercise and sell within the same tax year? This is my first rodeo with stock options and the tax implications are making my head spin. Any help would be appreciated!

One thing nobody mentioned yet - have you considered a Section 83(b) election? If your company is still pre-IPO but IPO is imminent, filing an 83(b) election within 30 days of option exercise can be a game-changer for taxes.

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Paloma Clark

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I thought 83(b) elections were only for restricted stock, not stock options? Can you explain how that would work in my ISO situation?

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You're absolutely right, and I should have been more precise. 83(b) elections apply to restricted stock awards (RSAs) or early exercises of unvested options, not standard ISO exercises as in your situation. For your situation with vested ISOs at a now-public company, you're dealing with the standard ISO tax rules that others have mentioned. Your main considerations are the timing of exercise relative to AMT implications and holding periods for qualifying dispositions. Apologies for the confusion.

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Quick math check on your numbers - you mentioned strike price of $11 and current FMV of $257, with 1,000 options. That would be (257-11)*1000 = $246,000 in spread, not $257,000. Maybe a typo, but that's a $11k difference in potential tax calculations.

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Good catch! Calculation errors on tax forms are a major audit flag. I learned this the hard way with my own ISO exercise last year.

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Have you looked into charitable remainder trusts? I'm in a similar income bracket ($1.4M last year) and this strategy has been really effective for me. Basically, you set up a trust that provides you income for a set period while giving a significant tax deduction now. The remainder eventually goes to charity. With proper planning, you can get an immediate large tax deduction while still maintaining income from the assets. Works especially well if you have appreciated assets or are planning to sell a business eventually.

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This sounds interesting but a bit complex. Do you need a specialized attorney to set this up? And does it actually reduce your current tax liability significantly or is it more of a long-term strategy?

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You definitely need a team including a tax attorney who specializes in charitable planning and an accountant familiar with these structures. The tax benefits are both immediate and long-term. The immediate benefit is a current year tax deduction based on the present value of the future gift to charity, which can be substantial depending on how you structure it. For example, when I placed $500k of appreciated assets into my CRUT, I received a deduction of about $175k in the year I established it, which directly reduced my current tax liability.

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Ravi Kapoor

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What type of business do you have? That makes a huge difference in available strategies. I've got a consulting business making about $900k and switching from pass-through to S-Corp status saved me about $30k in self-employment taxes alone.

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Freya Larsen

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I second the S-Corp recommendation! My accountant also had me set a reasonable salary at about 40% of my business income with the rest as distributions. Huge savings on SE tax. Talk to a good CPA about whether that might work for your specific business type.

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I run a specialized software development firm focusing on financial services. Currently structured as an LLC taxed as a sole proprietorship. I've heard about the S-Corp strategy but wasn't sure if the administrative overhead was worth it. Sounds like the savings could be substantial though if you're saving $30k just on self-employment taxes. Do you find the added complexity with payroll and additional filings to be a major headache? And did you have to justify your salary-to-distribution ratio to the IRS at all?

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Opinion on this "Hybrid System" tax proposal that combines source-based taxation with existing laws

I've been researching different approaches to modernize our tax system, and came across this interesting proposal for a "hybrid tax system" that would blend destination-based and source-based taxation principles while working within existing U.S. tax frameworks. The approach focuses on using the Wayfair decision, marketplace facilitator laws, and interstate compacts to shift tax collection from consumers to sellers. It would essentially expand economic nexus laws to include use taxes and leverage marketplace facilitator laws that are already working in most states. What caught my attention is how it proposes dividing revenue between states - with about 20% going to the producing state and the rest to the consuming state. They suggest pilot programs for high-value goods like vehicles and machinery between major states (like California and Texas). The proposal also recommends tax incentives for local purchases (like a 5% use tax reduction for buying in-state) and automating compliance through existing technologies like Avalara. According to their numbers, this could recover around $13 billion in lost use tax revenue, reduce admin costs by 30%, and potentially create 65,000+ jobs from local manufacturing incentives. What do you all think? Is this a workable approach or just wishful thinking? Would states with high consumption like Florida ever agree to share revenue with producing states?

Jamal Brown

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The hybrid system proposal seems interesting in theory, but I worry about implementation complexity. The tax code is already a nightmare. I own a small manufacturing business in Michigan that sells to customers in 8 states, and compliance is already eating up so much of my time and money. For this to work, the technology piece has to be flawless. Most small businesses can't afford expensive tax consultants to figure out how to split taxes between origin and destination states. The proposal mentions tools like Avalara, but those aren't cheap for small operations. Maybe the 20% revenue allocation to producing states makes sense for giants like California and Texas, but what about smaller production states? Would the administrative costs eat up any benefit they'd receive?

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That's a really good point about implementation costs for small businesses. Do you think a phased approach would work better? Maybe start with only high-value goods over $10,000 as they suggest for the pilot, then gradually expand if the systems prove manageable?

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Jamal Brown

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A phased approach would definitely make more sense. Starting with high-value goods creates a more manageable testing ground since there are fewer transactions to track and the tax revenue per transaction justifies the administrative effort. I think they'd also need to provide free compliance software for small businesses below a certain revenue threshold. South Dakota v. Wayfair actually mentioned the availability of affordable compliance software as one justification for allowing states to impose collection obligations on remote sellers. The same principle should apply here - if compliance is too burdensome, it could face legal challenges.

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Mei Zhang

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Has anyone else noticed that they didn't address the constitutional issues at all? The Commerce Clause and Due Process Clause have historically limited states' abilities to tax out-of-state entities. Even post-Wayfair, there are still significant constitutional constraints. The proposal talks about leveraging existing legal frameworks, but creating a hybrid system where producing states get tax revenue from consumption in other states seems like it would face immediate legal challenges. Also, what happens with imported goods? If I buy something manufactured in China but sold by a California company to me in Texas, which state gets the "producer" portion? The proposal doesn't seem to address international commerce at all.

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Good points about imports. I work for a company that imports about 70% of our inventory from overseas, then distributes nationally. Under this system, would we be considered the "producer" state since we're the importer/distributor? Or would all imported goods follow a different rule? Without clarity on this, it seems like there'd be a massive loophole.

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StarGazer101

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Be really careful about underwithholding! Two years ago I claimed 4 allowances (on the old W-4) thinking I'd just pay at tax time, and ended up with a $4300 bill PLUS a $420 underpayment penalty. Learned my lesson the hard way. The new W-4 is actually designed to be more accurate so you don't get big refunds OR big bills. Fill it out honestly and it should get you pretty close. If you want a little more in each check, you can use Step 4(b) to claim some deductions if you itemize, have student loan interest, or contribute to retirement accounts.

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Does contributing to a 401k automatically reduce withholding or do I need to put that on my W-4 somewhere? My HR person was useless when I asked.

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StarGazer101

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401k contributions automatically reduce your withholding because they reduce your taxable income before taxes are calculated on your paycheck. You don't need to put this on your W-4 specifically. However, if you have other deductions like mortgage interest, charitable giving, or student loan interest that aren't reflected in your paycheck, you can estimate their annual total and put that amount on line 4(b) of your W-4 to reduce withholding further.

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Paolo Romano

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Has anyone tried those tax withholding calculators on TurboTax or H&R Block websites? Are they accurate or just trying to sell you something?

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Amina Diop

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I tried both and they were ok but seemed to be pushing their paid services. The IRS withholding calculator is completely free and actually pretty good if your tax situation is straightforward. Doesn't work well with irregular income tho.

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Luca Romano

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Have you checked your IRS transcript? That would tell you if someone already filed on your behalf or if an extension is already in place. You can access it online through the IRS website if you create an account. The transcripts show all activity on your tax account including extensions filed, returns processed, and payments received. It might save you a lot of time troubleshooting since you'll be able to see exactly what's in the IRS system under your SSN.

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Nia Jackson

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Creating an IRS account is a nightmare though. I tried to do this last year and they wanted me to verify my identity by entering information from a mortgage, car loan, or credit card - none of which I had at the time! Ended up having to mail in a form and wait 10 days for a verification code.

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Luca Romano

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That's a good point about the verification process. It can be difficult for some people to create an account. If you can't access your transcript online, calling the IRS transcript request line at 800-908-9946 is another option. They can mail your transcript to your address on record. The most important thing is confirming whether an extension or return has actually been filed under your SSN before worrying about potential identity theft or duplicate payments. This information can help determine your next steps.

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NebulaNova

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Just a quick question - how much did you attempt to pay with your extension filing? Remember an extension only gives you more time to FILE, not more time to PAY. If you owed taxes for 2024, those were still due by April 18th regardless of an extension.

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I tried to pay about $2,700 which was what TurboTax estimated I would owe based on the information I entered so far. I understand extensions only give more time to file, not pay - that's why I attempted to submit the payment with my extension request. I'm just worried about where that money went since the extension was rejected!

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This is such an important point that people miss! I've seen so many friends get hit with penalties because they thought filing an extension meant they didn't have to pay until October. The interest and penalties on unpaid tax can add up fast - I think it's something like 0.5% per month plus interest.

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