Nonstatutory Stock Options: Taxable and Nontaxable Income (2025 IRS Guide)

This guide covers “Nonstatutory Stock Options” within taxable and nontaxable income. The following material presents the IRS treatment of this topic, including the qualifications, exceptions, and examples in the source section. Read the rules alongside the facts of your own situation before deciding what to report, deduct, or document.

Adapted from Publication 525 (2025), Taxable and Nontaxable Income, published by the Internal Revenue Service. This guide retains the source edition’s years, amounts, deadlines, and examples. It is guidance for that edition, not a statement that the same figures apply to every tax year.

Context for these rules

In most cases, you must include in gross income everything you receive in payment for personal services. In addition to wages, salaries, commissions, fees, and tips, this includes other forms of compensation such as fringe benefits and stock options.

You should receive a Form W-2 from your employer or former employer showing the pay you received for your services. Include all your pay on Form 1040 or 1040-SR, line 1a, even if you don’t receive Form W-2, or you receive a Form W-2 that doesn’t include all pay that should be included on the Form W-2.

If you performed services, other than as an independent contractor, and your employer didn’t withhold social security and Medicare taxes from your pay, you must file Form 8919, Uncollected Social Security and Medicare Tax on Wages, with your Form 1040 or 1040-SR. These wages must be included on Form 1040 or 1040-SR, line 1g. See Form 8919 for more information.

Nonstatutory Stock Options

Grant of option.

If you’re granted a nonstatutory stock option, you may have income when you receive the option. The amount of income to include and the time to include it depend on whether the FMV of the option can be readily determined. The FMV of an option can be readily determined if it’s actively traded on an established market.

The FMV of an option that isn’t traded on an established market can be readily determined only if all of the following conditions exist.

• You can transfer the option.

• You can exercise the option immediately in full.

• The option or the property subject to the option isn’t subject to any condition or restriction (other than a condition to secure payment of the purchase price) that has a significant effect on the FMV of the option.

• The FMV of the option privilege can be readily determined.

The option privilege for an option to buy is the opportunity to benefit during the option’s exercise period from any increase in the value of property subject to the option without risking any capital. For example, if during the exercise period, the FMV of stock subject to an option is greater than the option’s exercise price, a profit may be realized by exercising the option and immediately selling the stock at its higher value. The option privilege for an option to sell is the opportunity to benefit during the exercise period from a decrease in the value of the property subject to the option.

Caution:

If you or a member of your family is an officer, director, or more-than-10% owner of an expatriated corporation, you may owe an excise tax on the value of nonstatutory options and other stock-based compensation from that corporation. For more information on the excise tax, see section 4985 of the Internal Revenue Code.

Option with readily determinable value.

If you receive a nonstatutory stock option that has a readily determinable FMV at the time it’s granted to you, the option is treated like other property received as compensation. See Restricted Property, later, for rules on how much income to include and when to include it. However, the rule described in that discussion for choosing to include the value of property in your income for the year of the transfer doesn’t apply to a nonstatutory option.

Option without readily determinable value.

If the FMV of the option isn’t readily determinable at the time it’s granted to you (even if it’s determined later), you don’t have income until you exercise or transfer the option.

Exercise or transfer of option.

When you exercise a nonstatutory stock option, the amount to include in your income depends on whether the option had a readily determinable value.

Option with readily determinable value.

When you exercise a nonstatutory stock option that had a readily determinable value at the time the option was granted, you don’t have to include any amount in income.

Option without readily determinable value.

When you exercise a nonstatutory stock option that didn’t have a readily determinable value at the time the option was granted, the restricted property rules apply to the property received. The amount to include in your income is the difference between the amount you pay for the property and its FMV when it becomes substantially vested. If it isn’t substantially vested at the time you exercise this nonstatutory stock option (so that you may have to give the stock back), you don’t have to include any amount in income. You include the difference in income when the option becomes substantially vested. For more information on restricted property, see Restricted Property, later.

Transfer in arm’s-length transaction.

If you transfer a nonstatutory stock option without a readily determinable value in an arm’s-length transaction to an unrelated person, you must include in your income the money or other property you received for the transfer as if you had exercised the option.

Transfer in non-arm’s-length transaction.

If you transfer a nonstatutory stock option without a readily determinable value in a non-arm’s-length transaction (for example, a gift), the option isn’t treated as exercised or closed at that time. You must include in your income, as compensation, any money or property received. When the transferee exercises the option, you must include in your income, as compensation, the excess of the FMV of the stock acquired by the transferee over the sum of the exercise price paid and any amount you included in income at the time you transferred the option. At the time of the exercise, the transferee recognizes no income and has a basis in the stock acquired equal to the FMV of the stock.

Any transfer of this kind of option to a related person is treated as a non-arm’s-length transaction. See Regulations section 1.83-7 for the definition of a related person.

Recourse note in satisfaction of the exercise price of an option.

If you’re an employee, and you issue a recourse note to your employer in satisfaction of the exercise price of an option to acquire your employer’s stock, and your employer and you subsequently agree to reduce the stated principal amount of the note, you generally recognize compensation income at the time and in the amount of the reduction.

Tax form.

If you have income from the exercise of nonstatutory stock options, your employer should report the amount to you in box 12 of Form W-2, with code V. The employer should show the spread (that is, the FMV of stock over the exercise price of options granted to you for that stock) from your exercise of the nonstatutory stock options. Your employer should include this amount in boxes 1, 3 (up to the social security wage base), and 5. Your employer should include this amount in box 14 if it’s a railroad employer.

If you’re a nonemployee spouse and you exercise nonstatutory stock options you received incident to a divorce, the income is reported to you in box 3 of Form 1099-MISC.

Sale of the stock.

There are no special income rules for the sale of stock acquired through the exercise of a nonstatutory stock option. Report the sale as explained in the Instructions for Schedule D (Form 1040) for the year of the sale. You may receive a Form 1099-B reporting the sales proceeds.

Your basis in the property you acquire under the option is the amount you pay for it plus any amount you included in income upon grant or exercise of the option.

Your holding period begins as of the date you acquired the option, if it had a readily determinable value, or as of the date you exercised or transferred the option if it had no readily determinable value.

For options granted on or after January 1, 2014, the basis information reported to you on Form 1099-B won’t reflect any amount you included in income upon grant or exercise of the option. For options granted before January 1, 2014, any basis information reported to you on Form 1099-B may or may not reflect any amount you included in income upon grant or exercise; therefore, the basis may need to be adjusted.

Caution:

It’s your responsibility to make any appropriate adjustments to the basis information reported on Form 1099-B by completing Form 8949.

Using the guidance

Keep the documents that establish the dates, amounts, and circumstances described above. References to other chapters, forms, worksheets, or earlier and later sections refer to the linked IRS publication. Check the full publication and its updates before relying on a rule for a different tax year or a situation not addressed here.

Sources and further reading

• Publication 525 (2025), Taxable and Nontaxable Income: Employee Compensation — Stock Options — Nonstatutory Stock Options — Internal Revenue Service; 2025 edition.

The cited U.S. government text is in the public domain. Source accessed October 28, 2026. Fynoptic has organized this material for educational use and is independent of, and not endorsed by, the IRS.