Non-Qualified Stock Options (NSOs): A Complete Guide

When companies design stock option plans, they typically choose between two types: Incentive Stock Options (ISOs) and Non-qualified Stock Options (NSOs).

ISOs come with strict IRS rules and favorable tax treatment, but they can only be offered to employees. NSOs do not qualify for the same tax benefits, but they are more flexible because companies can grant them to employees, contractors, advisors, and board members.

This guide explains how NSOs work, how they are taxed, and what founders and finance teams should know about issuing and managing them effectively.

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

A Non-Qualified Stock Option (NSO) gives the recipient the right to buy company stock at a fixed price (the strike or exercise price) once certain vesting conditions are met. Vesting can be time-based, such as four years with a one-year cliff, or performance-based, tied to specific goals. NSOs also carry a maximum term of ten years from the grant date, meaning that if they are not exercised within that period, they expire.

The main difference between NSOs and ISOs lies in taxation. ISOs qualify for favorable tax treatment for employees if certain IRS holding requirements are met, allowing gains to be taxed at long-term capital gains rates.

NSOs do not qualify for this. However, they allow companies to claim a corporate tax deduction equal to the ordinary income employees recognize at exercise.

Another advantage of NSOs is their flexibility in who can receive them. They can be granted not only to employees but also to contractors, consultants, board members, and advisors. ISOs, by contrast, are limited to employees only.

How Non-Qualified Stock Options (NSOs) work

The lifecycle of an NSO runs from grant through sale:

a. Grant

The company issues NSOs with a defined strike price, usually set at the Fair Market Value (FMV) of the stock on the grant date. This price determines what recipients will pay if they choose to exercise their options in the future.

b. Vesting

NSOs don’t become exercisable all at once. They follow a vesting schedule, which can be time-based (for example, 25% after a one-year cliff and the rest spread over the following three years) or performance-based (tied to company or individual milestones). Vesting keeps recipients aligned with the company’s long-term goals.

c. Exercise

Once vested, the option holder can exercise by paying the strike price to purchase shares.

At this point, the difference between the strike price and the FMV is immediately taxed as ordinary income. Some companies allow alternative methods such as cashless exercise or sell-to-cover, where part of the shares are sold right away to cover the cost and taxes.

d. Sale

After exercising, recipients can hold the shares or sell them later. If they sell at a higher price than the value already taxed at exercise, that additional gain is subject to capital gains tax.

How are Non-qualified Stock Options (NSOs) taxed?

Taxes are where NSOs differ most from ISOs, and understanding them is critical for both companies and recipients. NSOs create two possible taxable events: exercise and sale.

a. At exercise

When NSOs are exercised, the difference between the FMV of the stock and the strike price (known as the spread) is taxed as ordinary income.

For employees, this income appears on their W-2 and is subject to income tax as well as payroll taxes like Social Security and Medicare.

For contractors or advisors, it is reported on Form 1099 and subject to income tax, but not payroll taxes.

The employer can generally claim a corporate tax deduction equal to the income recognized by the employee at this stage.

b. At sale‍

After exercising, if the recipient later sells the shares, any additional gain or loss is treated as a capital gain or loss:

If the stock is sold within one year of exercise, the gain is considered short-term and taxed at ordinary income rates.

If it is sold more than one year after exercise, the gain is long-term and usually taxed at lower rates.

How to report Non-qualified Stock Options (NSOs) for taxes

Once you understand when NSOs are taxed, the next step is knowing how those taxes are reported.

a. For employees

The taxable income from exercising NSOs appears on your Form W-2, alongside your salary and other compensation. Your employer withholds income tax and payroll taxes (Social Security and Medicare) at the time of exercise. If you later sell the shares, any additional gain is reported on Schedule D of your personal tax return.

b. For contractors, advisors, or board members

Instead of a W-2, the income from exercising NSOs is reported on Form 1099-NEC. Since you are not an employee, payroll taxes are not withheld, but you are responsible for paying the income tax yourself.

c. For companies

Employers must handle both reporting and withholding obligations. They are required to:

• Report income on Form W-2 for employees or issue a Form 1099-NEC for non-employees.
  
• Withhold and remit the appropriate federal, state, and payroll taxes for employees.
  
• Record a corporate tax deduction equal to the ordinary income recognized by the employee or contractor.
  

NSOs vs ISOs: What’s the difference?

FAQs on Non-qualified Stock Options (NSOs)

1. What is a Non-qualified Stock Option (NSO)?

A Non-Qualified Stock Option (NSO) is a type of stock option that lets you buy company shares at a fixed price. Unlike Incentive Stock Options (ISOs), NSOs don’t receive special tax treatment and can be granted to employees, contractors, or advisors.

2. Why are NSOs “taxed twice”?

It’s not double taxation on the same amount but two separate taxable events. At exercise, the spread is taxed as ordinary income. At sale, any additional appreciation beyond the FMV at exercise is taxed as capital gains.

3. What is the difference between qualified and unqualified shares?

Qualified shares (Incentive Stock Options, or ISOs):

• Only available to employees.
  
• Offer tax advantages: no ordinary income tax at exercise if you meet holding requirements, and gains may qualify for long-term capital gains tax when sold.
  
• Exercising ISOs can trigger the Alternative Minimum Tax (AMT).
  
• Must comply with IRS rules, such as grant price ≥ fair market value at the time of grant and annual limits on the amount that can become exercisable.
  

Unqualified shares (Non-Qualified Stock Options, or NSOs):

• Can be granted to employees, contractors, or advisors, making them more flexible.
  
• When exercised, the difference between the exercise price and the fair market value is taxed as ordinary income.
  
• Any additional gain when selling the shares is taxed as capital gains.
  
• No AMT applies, and there are fewer regulatory restrictions compared with ISOs.