How To Recognize A Disqualifying Disposition of Incentive Stock Options?

Incentive stock options (ISOs) are a type of employee compensation in the form of stock options granted to employees by their employers. Their primary benefit is that they are not taxable upon exercise but are taxable upon selling the underlying stock. However, if the ISO is not held for the required period, it may result in a disqualifying disposition, and the holder may need to recognize ordinary income when the option is exercised. So, how to recognize an ISO-disqualifying disposition?

What Is a Disqualifying Disposition of Incentive Stock Options (ISOs)?

A disqualifying disposition of Incentive Stock Options (ISO) is a sale or transfer of ISO shares within two years of the grant and one year of exercise. It is considered an unfavorable tax situation, as the shares are treated as ordinary income, and the holder loses the preferential tax treatment that comes with ISOs.

When a disqualifying disposition of ISOs occurs, the holder must report the difference between the sale price and the exercise price as ordinary income taxation on their tax return. This is then taxed at the holder’s marginal tax rate. The holder will also owe the Alternative Minimum Tax (AMT) on the difference between the sale price and fair market value of the stock on the day of exercise.

For example, if an individual were granted ISOs with an exercise price of $3 per share and sold the shares for $50 per share one year after exercise, the individual would be required to report the $47 difference between the sale price and exercise price as ordinary income. The AMT would then be applied to the difference between the sale price and the fair market value at the exercise time, which could be higher or lower than the exercise price.

In addition to taxation, an ISO disqualifying disposition, in contrast to a qualifying disposition, could also result in a financial loss to the holder. If the sale price is lower than the exercise price, the holder will lose the difference between the two.

The Alternative Minimum Tax (ATM)

The Alternative Minimum Tax (AMT) is a parallel system of taxation that applies to specific individuals, estates, and trusts. It ensures that taxpayers pay a minimum of taxes, regardless of their deductions and other tax breaks. Generally, taxpayers with higher incomes and more complex returns are more likely to be subject to the AMT.

When exercising incentive stock options (ISOs), the difference between the exercise price and the stock’s fair market value on the exercise date is treated as a “preference item” under the AMT. This means that there is a potential for the taxpayer to pay taxes on the difference even if there is no gain realized for regular income tax purposes. In other words, the taxpayer may end up paying taxes on phantom income. Therefore, taxpayers need to be aware of the implications of ISOs and the AMT when making decisions about their tax planning.

What Counts As Qualifying Disposition of Incentive Stock Options?

A qualifying Disposition of Incentive Stock Options (ISO) occurs when the stock option holder exercises their right to purchase the underlying shares of stock at the predetermined exercise price and then sells the shares of stock within two years from the date of grant or within one year from the date of exercise. When this occurs, the sale of the shares is treated as a qualifying disposition under the Internal Revenue Code (IRC).

It is important to remember that the IRS imposes specific rules and restrictions on qualifying ISP dispositions. For example, the option holder must hold the shares for at least one year and no more than two years to receive capital gains treatment on any realized gain. Additionally, the option holder must not sell more shares than the number they purchased through the exercise of the option. Failure to comply with these rules and restrictions may result in the disqualification of the ISO, and the option holder may be subject to ordinary income tax rates on the realized gain.

How to Deal with Disqualifying Dispositions of Incentive Stock Options?

Incentive stock options can be a great way to build wealth, but it’s important to know how to deal with disqualifying dispositions to avoid a hefty tax bill. Here is a list of strategies to help you avoid losing money when dealing with a disqualifying disposition of incentive stock options:

  • Exercise the option and immediately sell the stock to avoid the disqualifying disposition.
  • Sell the option before it becomes disqualified.
  • Use the wash sale rule to offset your capital gain with losses from other investments.
  • Transfer the option to a family member or a trust to avoid the disqualifying disposition. 5. Donate the stock to a qualified charity to avoid the disqualifying disposition.
  • Exercise the option and hold the stock for more than one year to avoid the disqualifying disposition.
  • Set up a Qualified Small Business Stock election to defer the gain from the exercise of the option.
  • Use the net exercise method to avoid the disqualifying disposition.
  • Exercise the option and reinvest the proceeds in qualified small business stock. 10. Exercise the option and roll the proceeds into an IRA or other qualified retirement plan.


It is essential to consult an expert to ensure that all IRS rules and regulations are followed when exercising and disposing of ISOs. Doing so can help to maximize the tax benefits associated with the disposition and ensure compliance with IRS rules. So feel free to reach out to our team for a free consultation!

Want to know more about ISOs? Check out our comparison page to understand their differences with NSOs.

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