Equity compensation can be a powerful wealth-building
tool, but it also comes with some of the most common and
costly tax surprises we see each year. As December
approaches, employees with RSUs, stock options, and ESPPs
often find themselves blindsided by unexpected tax bills,
underpayment penalties, or missed planning opportunities.
If you’ve received equity this year or exercised options,
sold company stock, or had a big vesting event, this is
your chance to get ahead of the year-end crunch. Here are
some things to watch for.
Trap #1: Surprise Income from RSU Vesting
Restricted Stock Units (RSUs) are taxed as ordinary income
on the day they vest, even if you don’t sell the shares,
and that income gets reported on your W-2. The challenge
here is that most employers only withhold 22% federal tax
by default, which may be far too low if you’re in a higher
tax bracket. Combine that with State and Local income
taxes, and many clients find themselves facing a big
surprise at tax time.
Example – Melissa’s Surprise Bill:
Melissa had $300,000 of RSUs vest this year. Her employer
withheld 22%, but her actual marginal federal rate was
closer to 37%. That left a tax gap of $45,000, which she
didn’t notice until April. Because she hadn’t made
estimated payments, she owed penalties on top of the
unexpected balance due.
To avoid unexpected tax bills from RSU vesting, review
your total RSU income for the year and make a year-end
estimated tax payment if necessary or consider increasing
your payroll withholdings. This is a good time to
coordinate with your CPA to avoid penalties and
unnecessary interest.
Trap #2: Ignoring Alternative Minimum Tax on Incentive
Stock Options Exercises
If you exercised Incentive Stock Options (ISOs) this year
and held on to the shares, you might be sitting on a
phantom tax liability without realizing it. The “spread”
between your strike price and fair market value at
exercise gets added to your alternative minimum tax (AMT)
calculation. Even if you haven’t sold the stock or
realized any actual cash, if the spread is large, you
could face a five-figure tax bill this April.
Example – David’s Phantom Income:
David exercised 10,000 ISOs at $10 when the stock was
trading at $60. He spent $100,000 to buy shares now worth
$600,000. The $500,000 spread counted as AMT income. David
hadn’t sold, so he had no cash to cover the extra $120,000
tax bill he faced at filing.
Partnering with a financial advisor can also help you
strike the right balance between minimizing your immediate
tax bill and maximizing long-term capital gains. If you’ve
exercised ISOs this year, it’s a good idea to run a
year-end AMT projection. This can help you spot any
significant AMT liability before tax time. If you find
that the potential AMT exposure is high, making a
disqualifying sale before the year ends can help reduce
that burden.
Trap #3: Disqualifying Employee Stock Purchase Plan Sales
Without Planning
If you sold shares from an Employee Stock Purchase Plan
(ESPP) this year without meeting the holding requirements
of two years from offering and one year from the purchase
date, the discount gets taxed as ordinary wage income, and
that “income” will hit your W-2. What’s worse, many
brokerages misreport ESPP cost basis, which means you
could overpay capital gains tax if you don’t adjust it
manually.
Example – Priya’s Costly ESPP Sale:
Priya bought $20,000 of ESPP shares at a 15% discount. She
sold after 10 months to lock in gains, thinking she was
being smart. But because it was a disqualifying sale, the
$3,000 discount showed up as W-2 income, and her brokerage
also reported an incorrect basis. If she hadn’t adjusted
it, she would have paid tax twice on the same $3,000.
Managing your ESPP sales starts with reviewing all the
transactions you completed during the year to determine
whether each was a qualifying or disqualifying
disposition. Once you receive your 1099-B statement in
February, carefully check the reported details and be
prepared to adjust the cost basis on your tax return if
needed to ensure accurate reporting. Working with a
professional during this process can be especially helpful
to guide you in interpreting complex forms, confirming the
correct tax treatment for each transaction, and helping to
identify any necessary corrections before filing your
return.
Trap #4: Overpaying or Underreporting Capital Gains
Managing equity compensation can involve navigating dozens
of transactions throughout the year, each with unique cost
bases, holding periods, and tax rules. By the time tax
season arrives, the information on your 1099 forms may be
incomplete or inconsistent. This is particularly common
with RSUs sold using automatic tax withholding, ESPPs
where the reported cost basis is incorrect, and ISO or NSO
exercises that include both qualifying and disqualifying
holding periods.
Example – Kevin’s Missing Data:
Kevin had a busy year: RSUs vesting quarterly, ESPP
purchases, and some option exercises. His 1099-B only
listed sale proceeds, without adjusting cost basis for RSU
income already taxed through payroll. If he filed as-is,
he would have reported $60,000 of “missing” gains and
overpaid thousands in tax.
To stay organized and ahead of potential pitfalls, it’s
important to track your equity events throughout the year,
keeping detailed records of exercise prices, dates, and
sale proceeds. Sharing this information with your CPA well
before tax season can help ensure your filings are
accurate and that you avoid any unpleasant surprises.
Final Thought: Tax Surprises Are Preventable
There’s no way to eliminate taxes on equity compensation,
but there are ways to plan for them. The challenge isn’t
simply in paying taxes themselves, but from paying them
late, paying more than necessary, or missing an
opportunity to save. At Wealthspire, we help clients:
•Model year-end tax exposure
•Make strategic sell/exercise decisions
•Coordinate equity activity with their broader financial
plan
Avoid These Equity Comp Tax Traps Before Year-End
October 21, 2025
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2026 Copyright | All Right Reserved
2026 Copyright | All Right Reserved