What is a Non-Qualified Stock Option (NSO)?

A stock option is a right to buy a specified amount of company shares at a specified price for a certain period of time, as Matt Trujillo, CFP® introduced last month in his blog on ISOs. Unlike ISOs, NSOs (also sometimes referred to as NQSOs) do not receive special federal tax treatment and are more commonly granted by employers. Often preferred by established companies, NSOs granted to an employee will result in ordinary income when exercised and are easier to administer as they do not have to adhere to rules specific to ISOs. Like any stock option, the intent is to give extra incentive to focus participants on increasing the company’s stock price. They are a flexible tool that can allow companies and participants to take advantage of stock price growth at a fairly low cost.

The Basics:

  • Initiation date of the contract is known as the grant date. This is not a taxable event.
  • Employees must comply with a specific vesting schedule to exercise.
  • Exercise date is the date an employee is allowed to take full ownership of the specified lot of shares.
  • After the expiration date, the employee no longer has the right to purchase the company stock under the agreement terms.


  • In contrast to ISOs, NSOs result in additional taxable income to the recipient at the time of exercise, which is the difference between the exercise price and the market value on the exercise date.
  • To determine the amount of tax to be paid, the exercise price is subtracted from the market price on the date the option is exercised. This is called the bargain element which is considered compensation to the employee and is taxed at their ordinary income rate.
  • The sale of the security results in another taxable event. If sold less than a year from the exercise date, the transaction is considered as a short-term capital gain and is subject to ordinary income tax rates. If the employee waits a year or more from the exercise date, the transaction is considered a long-term capital gain (LTCG) and taxed at the applicable tax rates (which are much more favorable than ordinary income tax rates).

Planning Opportunities:

Some plans may allow participants to exercise unvested options when they are no longer “subject to a significant risk of forfeiture.” This may be referred to as “early exercise” or “exercise before vest.” This can allow the exerciser of the options to realize ordinary income at a more favorable time when the difference between the exercise price and market value of the stock is low.

Ideally, if you know that you are going to be exercising NSOs that will generate a large amount of ordinary income tax, you can look to lower your income in other ways to reduce your tax burden (ex: maxing out your contribution to your employer’s retirement plan, accelerating charitable contributions, utilizing deferred compensation if available).

Perhaps the most important planning consideration is the effect that stock options will have on your overall asset allocation. It often makes sense to pay the taxes on your stock options to make sure your portfolio is properly diversified.

Hopefully this information is helpful if you are new to NSOs or even if you’ve held them for years but don’t fully understand them. Many employees may not fully understand their stock options. Here at The Center we are always looking at your entire comprehensive financial plan, and stock option strategy is a small but important part of your total financial picture. Consult your financial planner and/or tax specialist to determine the best execution strategy for your stock options.

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