Non-Qualified Stock Options

(July 2024)

Non-Qualified Stock Options

In This Article

When it comes to employee compensation, non-qualified stock options (NSOs) offer a unique path you can follow if you’re an equity owner, but without the preferential tax treatment of their qualified cousins. Unlike incentive stock options, NSOs trigger ordinary income taxes upon exercise, but they can still be a valuable tool you can explore if you’re an employee looking to align your interest with the company’s success and potentially reap significant rewards if the stock price soars.

Read this article until the end to understand the tax implications and potential benefits of NSOs.

Non-Qualified Stock Options

  1. Definition of Non-Qualified Stock Options (NSOs)
  2. Granting and Vesting Process
  3. Exercise Price
  4. Tax Implications
  5. Holding Periods
  6. Employee Considerations
  7. Employer Reporting Requirements
  8. Alternative Stock Option Plans

First: Definition of Non-Qualified Stock Options (NSOs)

Non-qualified stock options (NSOs) represent a form of stock-based compensation you grant to your employees, allowing them to purchase a specified number of company shares at an exercise price you predetermine. Unlike incentive stock options (ISOs), NSOs do not qualify for the favorable tax treatment ISOs attract. You get the exercise price at the current market value of your company’s stock at the time of grant, and employees can choose to exercise these options at their discretion.

Upon exercise, the difference between the market price and the exercise price is ordinary income and is subject to income tax, along with potential additional taxes such as Social Security and Medicare taxes. NSO provides your business with a means of attracting and retaining talent by offering employees the opportunity to share in the company’s success through stock ownership. 

Second: Granting and Vesting Process

The granting and vesting process for non-qualified stock options (NSOs) involves the initial issuance of options to your employees and the subsequent progression of those options from unexercisable to exercisable status over a period you specify. You grant NSO as part of your employee compensation packages, specifying the number of shares and the exercise price. Vesting, on the other hand, refers to the gradual accrual of the employee’s ownership rights over the options you grant.

This process is typically contingent on the fulfillment of the conditions you predetermine, such as the completion of a certain tenure or achievement of performance milestones. Vesting schedules—something you structure over a multi-year period—incentivize employee retention and performance, ensuring that the options you grant become exercisable gradually rather than immediately. As your staff meet the vesting milestones, they gain the ability to exercise their options and purchase company shares at the predetermined exercise price, aligning their interests with your organization’s long-term success. 

Third: Exercise Price

Set the exercise price in non-qualified stock options by inputting the cost at which you want your employees to purchase company shares when they decide to exercise their stock options. This price functionality is typically equal to the fair market value of your company’s stock on that specific date. When your employees exercise their NSOs, they are essentially buying shares at this price you predetermine.

The calculation of the profit or loss your employees make when selling these shares later is dependent on the difference between the price they exercise and the market value at the time of sale. Keep in mind that a lower exercise price can lead to a more favorable financial outcome when an employee sells the stock, impacting the overall value of the employee’s NSOs as part of your organization’s compensation package. 

Fourth: Tax Implications

One thing you need to remember is that the non-qualified stock options give rise to specific tax implications. When your employees exercise NSOs, your company typically incurs a tax deduction equal to the amount of ordinary income the employees recognize upon exercise. This deduction often corresponds to the difference between the fair market value of the stock at exercise and the exercise price.

You have to report this compensation as wages on the employees’ Form W-2, subjecting it to regular income tax withholding, along with potential Social Security and Medicare taxes. It’s important for you to stay compliant with tax regulations, accurately report the income that flocks with NSO exercises, and fulfill your withholding obligations. Additionally, you are going to explore the impact of NSOs on your financial statements, considering the potential dilution effect and the need to account for stock-based compensation expenses. 

Fifth: Holding Periods

Holding periods refer to the duration for which your employees must retain the shares they acquire before being eligible to sell them. You can impose specific holding periods to align the interests of employees with the long-term performance and success of your company. You implement this restriction so as to encourage employees to remain passionate about the organization’s growth and success, fostering a sense of loyalty and commitment.

Remember to specify the holding period in the stock option agreement. By establishing holding periods, you aim to incentivize your workers to contribute to the company’s sustained growth and performance, as you anchor the value of the stock options to the overall success of the business over a certain period. 

Sixth: Employee Considerations

Consider various factors that relate to employees when implementing non-qualified stock options. Firstly, ensure a clear communication about the terms and conditions in order to make your employees understand the potential benefits and tax implications. Providing educational resources or workshops can further enhance your employees’ comprehension. Additionally, you need to address the timing of option grants, aligning them with performance milestones or company achievements to motivate and reward employees effectively.

Factor in the financial well-being of employees, as taxes that accompany NSOs can impact their take-home pay. Be mindful of providing guidance on tax planning strategies or collaborating with financial advisors to assist your employees in making the right decisions regarding option exercise and holding periods. Overall, prioritizing transparency, education, and support in navigating the complexities of NSOs enhances the overall employee experience and contributes to the success of the stock option program. 

Seventh: Employer Reporting Requirements

You have specific reporting requirements that involve providing detailed information to both the Internal Revenue Service (IRS) and the employees who hold these options. When you grant NSOs or  an employee exercises it, you have to report the details on Form W-2 for each applicable employee. This includes disclosing the spread between the fair market value of the stock at the time of exercise and the exercise price, as this amount is taxable income.

Additionally, you need to ensure accurate reporting of any taxes you withhold, such as federal income tax and, if applicable, Social Security and Medicare taxes. Adhere to the IRS guidelines, keep accurate records and communicate the pertinent information to employees, ensure compliance with tax regulations and provide transparency regarding the tax implications of NSO transactions. 

Eighth: Alternative Stock Option Plans

One thing you can do differently is to customize the terms and conditions of stock option grants beyond the conventional structure. For example, you can choose to implement performance-based criteria and tie it to stock option vesting or link the employee’s ability to exercise options to specific company performance metrics or individual achievements.

Additionally, you can offer flexibility in the timing and conditions of option exercises, allowing your employees to tailor their stock option strategy according to individual circumstances. This customization can enhance employee motivation and align stock option incentives with specific organizational goals. If you’re implementing alternative plans, carefully consider the impact on tax implications, reporting requirements, and overall alignment with your business objectives. 


Non-qualified stock options (NSOs), are a form of stock-based compensation where your employees have the right to purchase a predetermined number of your company’s shares at a set exercise price. The granting and vesting process involves you offering these options to employees, often tying vesting to specific timeframes or performance milestones. You typically establish the exercise price at the current market value of your company’s stock at the time of grant.

Tax implications come into play upon exercise, with the IRS treating the difference between the market and exercise price as ordinary income. Holding periods can impact the subsequent tax treatment of gains. Your employees need to carefully consider the financial and tax implications of exercising options. You have reporting requirements for NSOs, including tax withholding and Form W-2 reporting. Alternative stock option plans provide you with flexibility in tailoring option terms, incorporating performance criteria, and aligning incentives with organizational objectives.

This post is to be used for informational purposes only and does not constitute legal, business, or tax advice. Each person should consult his or her own attorney, business advisor, or tax advisor with respect to matters referenced in this post. . For comprehensive tax, legal or financial advice, always contact a qualified professional in your area. S’witty Kiwi assumes no liability for actions taken in reliance upon the information contained herein.

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