Planning topic · High income and equity

Run the numbers before you vest or exercise

Salary, bonus and stock landing in one year push income into higher brackets, and the tax withheld is often too little — discovered only at filing time. When to exercise, when to sell and how to use retirement accounts can all be computed first.

22%The usual federal withholding on RSU vesting
A written planExercise and sale dates computed one by one
Fixed feesQuoted first, work starts after you confirm
English · 中文A multi-state licensed CPA leads the work

Why compute first

What people assume, and what the rule is

Most of the tax on equity compensation is fixed at the moment it happens and is hard to change afterwards.

What people assume

  • Tax was withheld, so nothing more is due at filing
  • Exercising options without selling means no tax
  • Holding the shares means the tax can wait
  • My income is too high for Roth accounts

What the rule is

  • RSUs are wages at market value on vesting; withholding is a flat rate and any shortfall is yours
  • The ISO spread enters AMT; the NSO spread is wages in the year of exercise
  • Movement after vesting is capital gain or loss, with a lower rate after one year
  • After-tax 401(k) contributions and Roth conversions remain open at high incomes

Withholding is treated as paid evenly through the year, so raising wage withholding late in the year can cover an earlier shortfall — a late estimated payment cannot. Few people know this rule.

When

Four points in time

Most exercise, vesting and sale dates can be planned ahead.

  1. 1When you receive a grant
    • Know whether it is RSU, ISO or NSO
    • Consider 83(b) for restricted stock
    • Record grant date, strike price and vesting schedule
    • Learn the company’s trading windows
  2. 2Before a vest or an exercise
    • Project the year’s income and rate
    • Check whether withholding is enough
    • Compare exercising now with spreading over years
    • Assess AMT
  3. 3The fourth quarter
    • Top up withholding or estimates
    • Fill retirement accounts and HSA
    • Bunch charitable gifts
    • Deal with positions at a loss
  4. 4On leaving, an IPO or an acquisition
    • The option exercise deadline
    • A selling plan after lock-up
    • The timing of a move to another state
    • Estimates for a year of large income

One by one

Eight matters, one by one

Not all of them apply to you. Step one is deciding which do.

RSUs

RSUs are wage income at market value on the vesting date. Employers usually withhold federal tax on such supplemental wages at 22%, and 37% above $1 million for the year.

Planning looks at

What vests this year and its likely value, your real rate, and the withholding or estimates still needed.

ISOs and the alternative minimum tax

No regular tax at exercise, but the spread enters AMT. Holding more than two years from grant and one year from exercise makes the gain long-term. The 2026 AMT exemption is $90,100 ($140,200 joint) and begins to phase out at $500,000 ($1,000,000 joint) — earlier than in 2025.

Planning looks at

How much to exercise each year with little or no AMT, and when to sell.

NSOs and employee stock purchase plans

The NSO spread at exercise is wages that year. An ESPP may offer up to a 15% discount, limited to $25,000 of stock a year by grant-date value; the holding period decides how the discount is taxed.

Planning looks at

The order of exercises and sales, holding periods, and whether W-2 and broker basis agree.

The 83(b) election

Within 30 days of receiving stock subject to vesting (or exercising early) you may elect to be taxed on its value then, with later growth as capital gain. The deadline cannot be extended.

Planning looks at

The value at the time, the company’s prospects and the chance you leave: tax paid is not refunded if the stock is forfeited.

Retirement accounts

For 2026 the 401(k) employee limit is $24,500 (plus $8,000 from age 50) and $72,000 in total with employer and after-tax contributions. Direct Roth IRA contributions phase out between $153,000 and $168,000 ($242,000–$252,000 joint); a nondeductible contribution followed by conversion is taxed pro rata across all traditional IRA balances.

Planning looks at

Whether your plan allows after-tax contributions and in-plan conversions, and your existing traditional IRA balances.

HSA and charitable giving

The 2026 HSA limits are $4,400 self-only and $8,750 family, with a high-deductible health plan. Appreciated stock held more than a year can be deducted at market value; from 2026 only gifts above 0.5% of AGI count for itemizers, and the benefit is trimmed in the top bracket.

Planning looks at

Bunching several years of gifts into a high-income year, a donor-advised fund, and cash versus stock.

Concentrated stock and sales

Gain after vesting is long-term after one year (0%, 15% or 20%), plus the 3.8% net investment income tax at higher incomes. A loss is disallowed if the same stock is bought back within 30 days of the sale.

Planning looks at

How much of the family’s assets sits in employer stock, a plan to sell in stages, and losses to set against gains.

Moving states and start-up stock

Each state has its own residency tests, and the old state may still tax equity income earned while you worked there. Qualified small business stock (QSBS) can exclude part or all of the gain: for stock acquired after July 4, 2025, 50%, 75% and 100% after 3, 4 and 5 years.

Planning looks at

The timing of a move against vesting and exercise; whether the stock qualifies as QSBS and whether your state follows.

Common mistakes

Where equity compensation most often goes wrong

It shows up at filing time, but the cause is a year earlier.

  1. 1Assuming withholding is enoughIn a heavy RSU year the gap between 22% and your real rate comes due at filing, possibly with a penalty.
  2. 2Exercising ISOs all at once in DecemberWithout a projection the AMT bill can be large — with the shares unsold and no cash.
  3. 3Missing the 30 days for 83(b)It cannot be fixed afterwards. For early start-up stock the difference can be large.
  4. 4Reporting the wrong basis on a saleBroker statements often leave out the amount already taxed as wages; copying them taxes it twice.
  5. 5Not knowing a Roth conversion is taxed pro rataWith other traditional IRA balances, most of the conversion is taxable.
  6. 6Thinking the old state is behind you after a moveEquity income earned while working there is usually still taxed by that state.

How we work

Three steps, from question to plan

The same levels as our tax planning service, built around your income and equity.

01

Paid consultation

Before an exercise, a sale or a job change, settle the specific questions. The CPA explains the rules and options; you receive a written recap.

Fee15 / 30 / 60 minutes — prices on the booking page; credited if you move to planning within 30 days
02

Written tax plan

From your grants and vesting schedule, the tax under several exercise and sale plans, with retirement accounts and estimates, written up and explained.

FeeFrom $1,200; a fixed fee is quoted once the scope is set
03

Annual advisory

Quarterly reviews of income and share price with updated estimates; numbers first whenever a grant, an exercise or a job change comes up.

FeeFrom $1,500 a year, returns not included

Typical situations

What planning looks at

Hypothetical situations that show how planning works — not client results. Conclusions differ for everyone.

An engineer with a large RSU vest next year

The first year after the IPO: much of a four-year grant vests next year, and a home purchase is planned.

Planning looks at
  • The real rate and the withholding gap
  • Higher wage withholding or estimates
  • Selling at vest or holding
  • How itemizing changes after the purchase

An early employee with many ISOs

The company is still private, the strike price is low, and options expire 90 days after leaving.

Planning looks at
  • AMT under exercises spread over years
  • Cash needed for the exercise and the tax
  • Whether a later sale is long-term
  • Whether the stock is QSBS

Two earners about to change states

Both work in tech and plan to move from California to a state without income tax next year, each with unvested RSUs.

Planning looks at
  • Which state taxes shares vesting before and after the move
  • Filing in both states for the year of the move
  • Evidence of the change of residence
  • The timing of large sales

Common questions

Question not listed? Contact us directly.

Tax was withheld when my RSUs vested. Why do I owe more?

Employers generally withhold a flat 22% of federal tax on stock and other supplemental wages, while your real rate may be 32%, 35% or 37%. The gap is yours to cover by higher withholding or estimates.

When is the best time to exercise ISOs?

There is no general answer. It depends on your other income that year, the spread, AMT and your cash. Spreading exercises over several years is often steadier than one year — but it must be computed.

Should I make an 83(b) election?

It turns future growth into capital gain and starts the holding period; but tax paid is not refunded if the stock is forfeited or falls. It depends on the value then and your own judgment.

My income is too high for a direct Roth contribution. Any other route?

Check whether your 401(k) allows after-tax contributions with in-plan conversion, or consider a nondeductible IRA contribution followed by conversion — minding other traditional IRA balances.

Should I sell some of my company stock?

Whether to sell is an investment decision, and we do not give investment advice. We can show the tax of selling at different times, for you and your investment adviser to decide.

If I move to a state without income tax, is my earlier stock still taxed by the old state?

Usually in proportion to the time you worked there. Each state has its own rules, so it must be looked at specifically.

Do you also prepare returns?

Yes. The return after planning can come to us too, or planning alone.

How are fees set?

Fixed fees, quoted before work starts. They follow the scope and complexity of the work, never the amount of tax saved.

Request

Tell us your situation

About 3 minutes. Sending a request costs nothing and is not an engagement.

  • We reply by e-mail or phone within 2 business days
  • We confirm the scope, documents and fixed fee first
  • Work starts only after you confirm — no charge before that
01Which service interests you

Each strategy computed, a written plan and a review meeting. From $1,200; a fixed fee is quoted once the scope is set.

02Your situationWhat applies to you (choose any)
03Contact

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This page is general information, not tax advice for your situation and not investment advice. Conclusions depend on the facts you provide and the law in force; the dollar amounts are 2026 figures, adjusted each year, and state rules differ.

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