What are the reporting requirements for underwater NQOs?

September 23, 2011

Date:   30 Apr 2009
From:   Natalie

If an employee exercises non-qualified options and the FMV is less than the grant price on the exercise date, does the company need to report the loss on the employee’s W-2?


Date:   6 May 2009

Hello Natalie,

No. Only income is reported.

The only reason I can think of for an employee to exercise an option like this is it’s the only way to get the employer stock and a liquidity event (sale of the business or public offering) is expected in the near future when the stock price is expected to dramatically increase. Otherwise, it’s crazy to exercise an “underwater” option.

Good luck!

Mike Gray

For more information about non-qualified stock options, request our free report, “Executive Tax and Financial Planning For Non-Qualified Stock Options”.

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