An employee stock purchase plan (ESPP) provides you with a convenient way to purchase company stock. Often offered via payroll deduction, you can easily allocate money to the ESPP via your paycheck (similar to a how you contribute to a 401(k)).
In addition, your ESPP may offer a purchase discount of up to 15% on the company stock, allowing you to purchase company stock at a cheaper price than what you could have in a typical investment account.
Your stock shares accumulate in a non-IRA investment account. Because of this, income tax is an important consideration when you have an ESPP. Unfortunately, figuring out the income tax rules for ESPPs on your own isn’t particularly easy.
Depending on how long you hold your shares, the purchase price, the discount applied, and the amount of gain or loss, you may need to consider more than one type of income tax. Here’s how to sift through the details to better understand your potential tax obligations.
ESPP Tax at Purchase
When you purchase shares via an ESPP, no tax is due and no tax is reported. It’s as if you purchased shares on the open market.
Even if the shares are purchased at a discount from the current market price, no tax is due. The purchase of shares through an ESPP is not a reportable event for tax purposes.
That doesn’t mean, however, that the information pertaining to the purchase price and the discount applied on the purchase is irrelevant. In fact, both the purchase price and the discount are important when calculating potential taxes you’ll owe.
Tax for a Disqualifying Disposition of ESPP Shares
Like their incentive stock option cousins, an ESPP comes with special holding periods that dictate if gains on the sale are treated as earned income or long-term capital gains. These holding periods result in either a disqualifying disposition or a qualifying disposition.
A qualifying disposition of ESPP shares is anything that meets the following standards:
- The stock must be held for at least 1 year past the original purchase date
- The stock must be held for at least 2 years after the original offer date
Anything that doesn’t meet these criteria is a disqualifying disposition of ESPP shares.
From a tax standpoint, there are generally two brackets to consider when considering what tax may be owed:
- A portion of the proceeds that will be taxed as earned income
- A portion of the proceeds that will be taxed as a capital asset (short term or long term capital gains)
How This Works in the Real World
These rules are good to know — but how do they actually function? A quick hypothetical example can help illustrate.
Let’s assume you purchase shares of stock through an ESPP with a 15% discount. The price at the beginning of the offering period was $20 per share and at the end of the offering period, it’s $25 per share. That means you can buy shares of the company at $17 per share, a 15% discount from $20 per share (the lower of the two).
Now, let’s say you eventually sell your shares (assuming a disqualifying disposition) at $30 per share. The total gain on this transaction will be $13 per share, or $30 (the final sale price) less $17 (the original price paid).
But how is this accounted for?
Because this is a disqualifying disposition, you pay ordinary income tax on the discounted purchase price ($17) to the price of the stock at the end of the offering period ($25), or $8 per share. This then increases the basis of the stock to $25.
The final sales price ($30 per share) less the cost basis ($25) equals the amount treated as a capital gain ($5). Assuming less than a 1-year holding period, a short-term capital gain is taxed as ordinary income.
What Happens If Your Share Price Falls
The example above illustrates the tax if the share prices increase. But what happens if the share price goes down after the purchase of the shares?
In this scenario, it’s possible that you could report both earned income and a capital loss.
Continuing our example from above, let’s assume that the final sale price of the stock is $15 per share (as compared to $30 per share). You need to report earned
When you report and pay tax on the earned income above, your cost basis increases to $25 per share (as compared to the $17 originally paid). This adjusted cost basis, less the final sale price, will be treated as a capital loss. In our scenario, $25 – $15 = $10 per share.
Tax for a Qualifying Disposition of ESPP Share
If you meet the standard for a qualifying disposition, you will likely report both compensation income and long-term capital gain income.
Let’s assume that you purchase shares of stock through an ESPP with a 15% discount. You buy shares at $17 per share (a 15% discount from the $20 per share price).
Again, let’s say you later sell the shares at $30 per share. The total gain on this transaction will be $13 per share, or $30
The value of the discount received will be treated as earned income. In this example, $3 is subject to ordinary income rates. The remainder, $10, is treated as a long-term capital gain subject to preferential capital gains tax treatment.
If we calculate the after-tax impact using simple tax assumptions (33% for earned income and 15% for long-term capital gains), we can illustrate the benefit of a qualifying disposition (all else being equal):
- Disqualifying Disposition
- $30 sales price
- $13 per share gain
- 33% tax = $4.29
- After tax profit = $8.71
- Qualifying Disposition
- $30 sales price
- $13 per share gain
- 33% tax on $3 = $0.99
- 15% tax on $10 = $1.50
- After tax profit = $10.51
The qualifying disposition results in over 20% greater after-tax wealth.
Final Thoughts on ESPP Taxes
An ESPP can be a great way to participate in a growing company through the purchase of company stock. In many cases, participating in a good ESPP plan is a no-brainer when it comes to generating additional wealth.
But that does not mean that holding the share for the long term is best.
If you use an ESPP, you may find yourself accruing shares. As these shares accumulate and become an increasing percentage of your net worth, it’s important to consider not only how that kind of asset fits into your financial plan, but also what the tax consequences of a massive sale of those assets could be.
It’s easy to think a qualifying disposition of ESPP shares is the way to go as it minimizes your tax bill. All else being equal, this is arguably true; paying less tax would be a good thing.
Unfortunately, the desire to pay less tax requires you hold your shares long enough to meet the standard of a qualifying disposition. Holding company shares may lead to an increase in concentration risk and/or volatility risk.
While this may work in your favor if the stock prices goes up, it also has the capability to reduce your wealth if the stock price goes down.
This is why it’s important to balance your tax planning objectives with your investment risk tolerance. Combining this information with a detailed tax analysis can help you understand what your tax may look like.
Tax services are not offered through, or supervised by Lincoln Investment, or Capital Analysts.
None of the information in this document should be considered as tax advice. You should consult your tax advisor for information concerning your individual situation.