
Calculating income and taxes from an ESPP can be a bit tricky, but don't worry, we've got you covered. You'll need to file Form 3922 with the IRS to report the stock sale.
The form will show the number of shares you received, the offering price per share, and the sale proceeds. This information will help you calculate your capital gains or losses.
To determine your tax liability, you'll need to consider the difference between the offering price and the sale price of your shares. This is known as the gain or loss.
Consider reading: Espp Offering Date
Calculate Compensation Income
To calculate your compensation income from ESPP shares, you need to determine the lesser of two amounts. The first amount is the discount allowed on your purchase, determined as of the grant date, which is normally the first day of the offering period.
This discount is not necessarily the actual discount you received on the shares, but rather the discount determined as if you bought the shares on the grant date. The numbers needed to calculate this amount can be found on Form 3922 supplied by your employer, starting with the 2010 tax year.
On a similar theme: Grant Date Espp
The difference between the fair market value of the stock on the grant date and the purchase price determined as of the grant date is the discount amount. The second number is essentially your profit from the shares, which is the difference between the fair market value of the stock when you disposed of it and the actual amount you paid for the shares.
The smaller of these two numbers is the amount of compensation income you have as a result of the disposition.
For your interest: Represents the Shares Issued at Par Value
Reporting ESPP Income
Your ESPP income may appear on Form W-2, but it's not always the case. If it doesn't show up on your W-2, you'll need to add the ESPP compensation to the wages on your Form W-2 and report the total as wages on your tax return.
To report your ESPP income, you'll need to find the number on Form 3922, which your employer should have provided starting with the 2010 tax year. This form shows the discount allowed on your purchase, determined as of the grant date.
Related reading: Do Capital Gains Taxes Change My Income Tax Rate

If the compensation income from your qualifying disposition was included in the wages reported on Form W-2, you can simply report the number from your W-2 on your tax return as usual.
You'll need to have Form 3922, which shows the discount allowed on your purchase, determined as of the grant date. This is not necessarily the actual discount you received on the shares, but rather the discount determined as if you bought the shares on the grant date.
Some companies may keep former employees in the payroll system until there is a reporting requirement, or they may add the participant back into the payroll system or manually produce a Form W-2 at the time of sale.
You may also need to have Form 1099-B, which reports your proceeds from the sale of the shares, if you sold them instead of making a different kind of disposition.
The smaller of two amounts, the discount allowed on your purchase or your profit from the shares, is the amount of compensation income you have as a result of the disposition.
For more insights, see: Payroll Taxes
Employee Stock Purchase Plans
Employee Stock Purchase Plans allow you to buy company stock at a discounted price.
You can contribute to the plan through payroll deductions, which build up between the offering date and the purchase date. This accumulated fund is then used by the company to purchase stock in your name.
The discount rate on company shares can be up to 15% lower than the market price, depending on the specific plan.
You get to buy the stock at a price that's lower than the market price, known as the offer or grant price. This can be the stock price at the time you started contributing to the fund, or the stock price at the time your employer purchases the shares on your behalf, whichever is lower.
Here are some key details about Employee Stock Purchase Plans:
- Discount rate: up to 15% lower than the market price
- Contribution method: payroll deductions
- Purchase method: company uses accumulated funds to purchase stock
- Price determination: lower of offering date or purchase date stock price
The company keeps the stock in your name until you decide to sell it, at which point you'll need to consider taxes.
Eligibility and Taxes
Eligibility for ESPPs is generally limited to employees who don't own more than 5% of company stock. This restriction is in place to ensure fairness and prevent insiders from taking advantage of the plan.
Employees who have not been employed with the company for a specified duration, often one year, may also be excluded from participating in the plan. However, all other employees typically have the option to participate.
Taxes on ESPPs can be complex, but the key takeaway is that you'll be taxed on any stock you purchase through an ESPP during the year you sell it. The difference between what you paid for the stock and what you received when you sell it is considered a capital gain or loss.
Here's a breakdown of the tax implications:
- Ordinary income tax is owed on the discount offered on the offering date price or the gain between the actual purchase price and the final sales price.
- Long-term capital gains are owed on any gain above the discount, and are taxed at a more favorable rate.
To qualify for preferential tax treatment, you must meet two rules: shares must be sold at least one year from the purchase date, and shares must be sold at least two years from the offering date.
Worth a look: Jeff Bezos Has Sold 14 Million Shares of Amazon Stock
Qualified vs. Non-Qualified Plans
Qualified ESPPs require shareholder approval before implementation and have restrictions on the maximum price discount allowable.
One key restriction is that the offering period of a qualified ESPP cannot be greater than three years.
Non-qualified ESPPs are not subject to these restrictions, but they also don't have the same tax advantages as qualified plans.
This means that non-qualified plans don't offer after-tax deductions, which can be a significant benefit for employees.
Qualified plans offer equal rights to all plan participants, which is not always the case with non-qualified plans.
Intriguing read: Qualified Espp
Eligibility
Eligibility is a key aspect of ESPPs, and it's essential to understand who can participate. Typically, employees who own more than 5% of company stock are not allowed to participate in the plan.
Restrictions often apply to employees who have not been with the company for a specified duration, usually one year. This means you'll need to have been employed by the company for at least a year to be eligible to participate.
All other employees typically have the option to participate in the plan, but they are not required to do so.
For another approach, see: Espp Plans
Taxes
Taxes on ESPPs can be complex, but the key is understanding the rules. You'll be taxed on any stock you purchase through an ESPP during the year you sell it, and it can be counted either as taxable income or as a deductible loss.
The difference between what you paid for the stock and what you received when you sell it is considered a capital gain or loss. Any discount offered to the original stock price is taxed as ordinary income, while the remaining gain is taxed as a long-term capital gain.
If you sell the stock within one year of the purchase date or two years of the offering date, the entire gain will be taxed as ordinary income. But if you meet the qualifying disposition rules, you can get preferential tax treatment.
To qualify, you must sell the stock at least one year from the purchase date and two years from the offering date. If you meet this requirement, you'll pay ordinary income tax on the lesser of the discount offered or the gain between the purchase price and the final sales price.
Recommended read: Capital Gains on Employee Stock Purchase Plan
If there's any gain above the discount, you'll pay long-term capital gains. This is where the preferential tax treatment comes in, as long-term capital gains rates are more favorable than ordinary income rates.
Here's an example of how this works:
In this example, let's say you're in the 24% tax bracket and 15% long-term gains bracket. If you held the stock for at least two years after the offering date and one year after the purchase date, you'd pay ordinary income tax on the discount and long-term capital gains on the profit.
The company offering the plan is required to report the compensation income recognized at the time of the sale on a Form W-2 for both current and former employees. Federal income tax withholding is not required on any income recognized resulting from a qualifying disposition of ESPP stock.
Broaden your view: Forms Required for Tax Return
Frequently Asked Questions
How do I avoid double tax on ESPP?
To avoid double taxation on ESPP, accurately report both the discount as ordinary income and any additional gain as a capital gain on your tax return. This ensures you're not paying taxes twice on the same income.
Do you get a 1099-B for ESPP?
You will receive a Form 1099-B for ESPP sales, reporting capital gains or losses on your tax return. This form is typically issued in the year of sale, and is used to report the transaction on your tax return.
What is the 2 year rule for ESPP?
To qualify for favorable tax treatment, you must hold ESPP shares for at least two years from the grant date. This 2-year rule is a key requirement for tax benefits under an ESPP.
Sources
- https://fairmark.com/compensation-stock-options/employee-stock-purchase-plans/qualifying-disposition-reporting/
- https://www.investopedia.com/terms/e/espp.asp
- https://turbotax.intuit.com/tax-tips/investments-and-taxes/employee-stock-purchase-plans/L8NgMFpFX
- https://www.kinetixfp.com/post/espp-taxes-explained
- https://www.computershare.com/us/equity-advisory-insights/qualifying-dispositions-of-espp-stock
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