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Make the most of company stock in your 401(k)

Key takeaways

  • When company stock holdings in your 401(k) are distributed, you must pay taxes on investment gains.
  • A tax strategy known as net unrealized appreciation (NUA), when applied to company stock, can help you effectively pay lower capital gains rates on a portion of your tax-deferred assets instead of paying the typically higher ordinary income rates.
  • NUA may be helpful if used during the “income gap” years, which generally is a period of lower income that some people experience after leaving work, but before Social Security, pensions, and other income sources commence.

Are you one of the 2+ million Fidelity customers who holds company stock in a 401(k) or other workplace retirement savings plan?

If so, you should know about a tax break that could save you a bundle—if you qualify.

Anyone who owns company stock will eventually have to decide how to distribute those assets—typically when you retire or change employers. Taking a distribution could leave you facing a big tax bill, but a little-known tax break—taking advantage of net unrealized appreciation (NUA)—has the potential to help.

"With appreciated company stock, you'll face the question of what kind of taxes—capital gains vs. ordinary income taxes—you will wind up paying on the gains of your company stock holdings over time," says Mitch Pomerance, vice president and financial consultant at Fidelity Investments.

"With NUA, when you have company stock in your qualified retirement plan, such as your 401(k), and take a lump-sum distribution from a qualified retirement plan, you can effectively pay lower capital gains rates on a portion of your tax-deferred assets instead of paying the typically higher ordinary income rates when assets are withdrawn from the tax-deferred account," explains Pomerance.

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What is NUA?

NUA is the difference between the price you initially paid for a stock (its cost basis) and its current market value. Say you can buy company stock in your plan for $20 per share, and you use $2,000 to purchase 100 shares. Five years later, the shares are worth $35 each, for a total value of $3,500: $2,000 of that figure would be your cost basis and $1,500 would be NUA.

Why should you care about NUA? When you want to distribute company stock or its cash value out of your 401(k), you will face a choice: Roll it into an IRA (or another 401(k) plan), or distribute the company stock into a taxable account and roll the remaining assets into an IRA or 401(k). The latter option might be more effective, depending on your circumstances, thanks to IRS rules governing NUA.

When you transfer most types of assets from a 401(k) plan to a taxable account, you pay income tax on their market value. But with company stock, you pay income tax only on the stock’s cost basis—not on the amount it gained since you bought it. (If you are under age 59½, you may also pay a 10% early withdrawal penalty.) Remember, upon direct, in-kind transfer to an IRA the special NUA tax advantages for company stock are lost. Note: There may also be an option available to leave the company stock assets in the 401(k), without any type of rollover or distribution.

When you sell your shares, you’ll pay long-term capital gains tax on the stock's NUA, along with any additional capital gains that occur after you make the distribution. The maximum federal capital gains tax rate is currently 20%, far lower than the current 37% top income tax rate, so your potential tax savings may be substantial. (Also note that when The Tax Cuts and Jobs Act of 2017 expires in 2026, the current top income rate is expected to reset to 39.6%.)

"In general, if the cost basis is low, relative to the size of the stock position in your 401(k), it may make sense to take the tax hit now, rather than later on the full amount," says Pomerance.

When to choose an NUA tax strategy

Consider the following 4 factors as you decide whether to roll all your assets into an IRA or to transfer company stock separately into a taxable account:

Tax rates. The larger the difference between the ordinary income tax rate and the long-term capital gains tax rate, the greater the potential tax savings of electing an NUA tax treatment of company stock.

Absolute NUA. The larger the dollar value of the stock's appreciation, the more the NUA rule can save you on taxes.

Percentage of NUA. An NUA that is a higher percentage of total market value creates greater potential tax savings because more of the proceeds will be taxed at the lower capital gains rate and less will be taxed at income tax rates.

Time horizon to distribution. The longer you plan to keep your assets invested in an IRA or taxable account before liquidating them, the greater the potential benefit of tax-deferred growth, and therefore, the less you would benefit from NUA. A shorter time frame, on the other hand, makes the NUA election more attractive.

How NUA stock is generally taxed

Cost basis Immediately taxable as ordinary income when NUA distribution takes place after qualifying event (may be subject to 10% early withdrawal penalty)
NUA gain Taxable as long-term capital gains when company stock shares are sold
Post-distribution gain Taxed at short- or longer-term capital gains rates based on the holding period from the distribution date

2 scenarios: When does NUA make sense?

Let's look at 2 hypothetical NUA scenarios. Both workers had long careers and contributed to their company's qualified retirement plan for many years. Both are faced with sizable tax bills on their account balances.

Scenario 1: Utilize NUA and buy down the basis now to save on taxes in retirement

Here's a hypothetical scenario where NUA makes sense. After a 40-year career in the defense industry, Tony, age 67, recently retired with $2 million in his 401(k). He is widowed and currently in the 24% federal tax bracket. About half of Tony's $2 million nest egg is company stock worth approximately $1 million. Because he participated in the company's plan for many years and purchased the stock at low share prices over time (the average basis vs. the current share price), the actual cost basis of his company stock is only $50,000.

While still working earlier this year, Tony, whose recent annual salary was $100,000, made a $40,000 after-tax contribution to his 401(k) to buy down the basis of his company stock. Under his company's retirement plan rules, he is allowed to use this money to reduce the baseline value on which taxes will be based, allowing his taxable income to stay in the 24% federal tax bracket. If he has made after-tax contributions, that tax basis will automatically ascribe to anything he doesn't directly roll over when he takes the full payout, including the stock.

When Tony's required minimum distributions (RMDs) start in a few years, he's projected to be in the 22% federal tax bracket. To take advantage of NUA, after he retired this year, he requested a full distribution of his 401(k) account, sending the company stock in-kind to a taxable brokerage account, and directly rolling over the rest to an IRA. Now, he'll only pay tax at the ordinary income rate on $10,000 worth of the basis on the company stock, and he won’t be taxed on the gain on the company stock, valued at $1 million, until he sells it. The other $1 million or so stays in the IRA to pay for future retirement expenses or to give away to charities and family.

Down the road when Tony passes away, if he hasn't yet sold the company stock, his children can receive a step-up in basis on any gain since Tony transferred the employer stock into his taxable account; however, the remaining portion of the NUA is considered "income in respect of a decedent" and is still taxable as a long-term capital gain when eventually sold by Tony’s kids. Additionally, Tony's estate may be subject to estate tax in the year he passes, and the children may be subject to inheritance tax, if applicable for their state, when they inherit the company stock.

"Like a Roth conversion, NUAs should be realized primarily because you want to pay a lower tax rate on assets in the future by paying some taxes in the present," explains Pomerance. “You also are able to potentially reduce future RMDs by getting the assets out of the retirement plan accounts.”

Utilizing NUA
Value of Tony's 401(k) $2,000,000
NUA level $1,000,000
Original basis $50,000
After-tax contribution to 401(k) to buy down the basis of company stock $40,000
Basis after buy down $10,000
Estimated tax bracket when NUA is transferred to a taxable account 24% tax bracket
Estimated first year’s taxes $2,400
Estimated RMD amount at age 73, assuming 7% growth rate and no NUA election $113,263
Estimated RMD amount at age 73, assuming 7% growth rate and taking advantage of NUA $56,631
Difference in estimated yearly taxes vs. utilizing non-NUA approach starting at age 73 $12,459*
Estimated tax bracket in retirement (assumes he takes advantage of NUA option) 22% tax bracket
For illustrative purposes only. State and local taxes are not considered. 2023 Uniform Lifetime Table RMD table used. RMDs are assumed to be the only account outflows. Potential taxes incurred on taxable account holdings are not considered. Calculation: ($113,263 - $56,631) * 22%

Scenario 2: Don't utilize an NUA approach because taxes are estimated to be lower in the future

In some scenarios, however, income in retirement may be much lower than the current level and the effective ordinary income tax rate may be lower, so the investor may be better off not doing an NUA but by simply rolling the company stock directly into an IRA.

In the following hypothetical scenario, consider Irwin, age 65. He's had a long career in biotech as a senior executive and earns about $500,000 a year, putting him in the estimated federal tax bracket of 35%.

He just retired from one company with $2,500,000 in his 401(k) plan, of which $500,000 was invested in company stock. NUA is $250,000. Although that's a nice nest egg, Irwin is at the peak of his earnings capacity, loves what he does, and will almost certainly continue working for another 5 years after he leaves his current position and company this year.

Looking a few years down the road, Irwin would retire at age 70 and would have estimated RMDs of approximately $162,000 at age 73. That should put him in the 22% federal tax bracket vs. his current tax bracket of 35%.

In Irwin's case, if he exercised NUA, it would put him in a 37% bracket today and further increase the taxes to be paid on NUA. So NUA doesn't make sense, given his high level of current income, along with the anticipation that his tax bracket will likely be lower in the future.

Not utilizing NUA
Value of Irwin's 401(k) $2,500,000
Value of company stock $500,000
NUA level $250,000
Estimated tax bracket if not exercising NUA 35%
Estimated tax bracket if exercising NUA 37%
Estimated first year taxes on NUA $92,500
Hypothetical taxes on the same amount taken through RMDs over the course of Irwin's retirement at the 22% rate $55,000
For illustrative purposes only. State and local taxes are not considered. Estimates are based on the subject filing taxes with the IRS as "Married and filing jointly." No further contributions are considered. Estimated rate of growth on company stock is assumed to be 7%.

Is NUA right for me?

It generally makes sense to utilize NUA when you believe your current tax rate is the same or lower than what you expect it to be in the future. Consider the following 3 conditions, which may indicate that your income will not fall sharply in the future and may even rise:

  • Are you retired?
  • Are you taking RMDs too soon?
  • Will you begin claiming Social Security benefits?

If yes is answered to all 3 conditions, an NUA may be to your advantage, although it’s no guarantee, so be sure to consult with a tax or financial planning professional regarding your personal situation before making any decisions.

"In general, it's important to work out the various tax scenarios because you'll eventually have to pay taxes on gains from selling company stock," says Pomerance. "However, you don't want to let taxes dictate investing decisions. Working with your Fidelity financial professional or on your own, make sure to first consider the sale of NUAs in light of your asset allocation, cash flow needs, and long-term retirement goals—then consult your tax professional to make the determination if this tax strategy makes sense for you."

How to qualify for NUA tax treatment

You must meet all 4 of the following criteria to take advantage of the NUA rules:

  1. You must distribute your entire vested balance in your plan within one tax year (though you don't have to take all distributions at the same time).
  2. You must distribute all assets from all qualified plans you hold with the employer, even if only one holds company stock.
  3. You must take the distribution of company stock as actual shares. You may not convert them to cash before the distribution.
  4. You must have experienced one of the following:
    1. Separation from service from the company whose plan holds the stock (except in the case of self-employed workers)
    2. Reached age 59½
    3. Total disability (for self-employed workers only)
    4. Death

"The IRS enforces these rules strictly," says Pomerance. "If you do not meet one of the criteria—for example, if you fail to distribute all assets within one tax year—your NUA election will be disqualified, and you would owe ordinary income taxes and any penalty on the entire amount of the company stock distribution."

Tip: For more information on these complex rules, as well as situations that trigger additional tax restrictions, review IRS Publication 575, Pension and Annuity Income.

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Fidelity does not provide legal or tax advice. The information herein is general and educational in nature and should not be considered legal or tax advice. Tax laws and regulations are complex and subject to change, which can materially impact investment results. Fidelity cannot guarantee that the information herein is accurate, complete, or timely. Fidelity makes no warranties with regard to such information or results obtained by its use, and disclaims any liability arising out of your use of, or any tax position taken in reliance on, such information. Consult an attorney or tax professional regarding your specific situation.

Views expressed are as of the date indicated, based on the information available at that time, and may change based on market or other conditions. Unless otherwise noted, the opinions provided are those of the speaker or author and not necessarily those of Fidelity Investments or its affiliates. Fidelity does not assume any duty to update any of the information.

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