A guide to taxes and tax filing


Learn more about the taxes you might have to pay, when to pay them, and how to file your tax return.

Key takeaways


Your award or employee stock purchase plan (ESPP) may be taxable income when you receive the shares.


Depending on the type of award or ESPP, your company generally withholds any income taxes due and reports them on Form W-2.


When you sell shares, you must report any capital gain or loss.

How stock awards and ESPPs are taxed


Generally, stock awards and ESPPs can be considered taxable income, depending on the type, and the same taxes that are deducted from your regular paycheck apply to them. Usually, your company withholds these taxes and reports them and your income on your W-2 (if not, you must report the income on your tax return). When you sell the stock, you might also have to pay capital gains tax, depending on the type of award or ESPP and any gain or loss.


To help you meet your tax-reporting requirements, Fidelity provides tax forms and comprehensive tax-filing guides. For personalized tax details, log in to Fidelity NetBenefits®Log In Required. For specific advice, please consult a tax advisor.


Select your type of award or ESPP in the following table to see which activities trigger taxes and what you must report. Stock awards and ESPPs are usually taxed at 2 points in time.

Award/ESPP Taxable event Taxable event
Restricted stock units (RSU)
Tax guide (PDF)
At vest
You pay ordinary income tax on the value of your shares.
At sale
You may be subject to capital gains tax1 on any profits from selling your shares.
ESPP (nonqualified)
Tax guide (PDF)
At purchase
If the ESPP included a discount, you would pay ordinary income tax on the difference between the current fair market price and the discounted price you paid.
At sale
You may be subject to capital gains tax on any profits from selling your shares.
ESPP (tax-qualified)
Tax guide (PDF)
At purchase
You are not taxed at purchase.
At sale
You pay ordinary income tax on the discount (if any) and capital gains tax on any profit from selling your shares.
Stock options (qualified)
Tax guide (PDF)
At exercise
Depending on how long you hold the shares and on the market price when you sell, you may be liable to pay income tax or alternative minimum tax (AMT).2
At sale
Depending on how long you hold the shares, you pay either income tax or capital gains tax on any profits from selling your shares.
Stock options (nonqualified)
Tax guide (PDF)
At exercise
You pay ordinary income and FICA3 taxes on the difference between the share price of your company's stock when you exercise and the grant price.
At sale
You may be subject to capital gains tax on any profits from selling your shares.
Performance awards
Tax guide (PDF)
At payout
You pay ordinary income tax on the value of your shares at payout.
At sale
You may be subject to capital gains tax on any profits from selling your shares.
Restricted stock awards (RSA)
Tax guide (PDF)
At vest
You pay ordinary income tax on the value of your shares when they vest.
At sale
You may be subject to capital gains tax on any profits from selling your shares.
Restricted stock awards (RSA) with an 83(b) election
Tax guide (PDF)
At grant
You are subject to ordinary income tax based on the fair market value4 of your shares at the time of grant. The 83(b) election must be filed with the IRS within 30 days of the grant date.
At sale
You may be subject to capital gains tax on any profits from selling your shares.
Stock appreciation rights
Tax guide (PDF)
At exercise
You pay ordinary income and FICA tax on the difference between the share price of your company's stock when you exercise and the grant price.
At sale
You may be subject to capital gains tax on any profits from selling your shares.
  1. Capital gains tax is a tax on the profit from selling your shares or other investments. "Profit" here means the gain at sale over the cost basis of the shares.
  2. Alternative Minimum Tax (AMT) is a form of federal income taxation to ensure that anyone who benefits from certain tax advantages will pay at least a minimum amount of tax.
  3. FICA taxes fund Social Security and Medicare.
  4. Technically, the value of shares used to determine taxes at vesting or when exercising is the fair market value (FMV). The FMV is determined by the company as part of the plan rules and may be a price other than the price on the day of vest or exercise. For example, the FMV could be the previous day's closing price, an average of the high and low prices, or an average of the closing prices from the previous 30 days.

Your Stock Plan Resource Center


The Stock Plan Resource Center provides the help and education you need to understand how your equity compensation works, including taxes, selling and managing shares, and planning for your financial goals and priorities.


Frequently asked questions

  • When will I receive my tax forms from Fidelity?

    Most tax forms, unless otherwise noted, are posted online by the IRS deadline of February 15. (If the 15th is a holiday or weekend day, the deadline is the next business day.) You can view and download your available tax forms on Fidelity.comLog In Required and get updated information on the status of any outstanding forms.

  • What resources are available to me as a Fidelity customer?

    One benefit of being a Fidelity customer is access to some of the most comprehensive tax information and resources available in the industry. You can also find a wealth of tax information resources, including:

    • Tax articles
    • Tax-planning tools and calculators
    • Fidelity' tax forms and mailing schedules
  • How does Fidelity interact with third-party tax preparation software?

    Information from the following Fidelity nonretirement account tax forms can be automatically imported into your third-party tax preparation software:

    • 1099-DIV Dividends and Distributions
    • 1099-MISC Miscellaneous Income
    • 1099-INT Interest Income
    • 1099-OID Original Issue Discount
    • 1099-B Proceeds from Broker and Barter Exchange Transactions

    Note that if you received a Fidelity Supplemental Information form, this information will not be imported into your third-party tax preparation software.

  • I have a "qualified" ESPP. What do qualifying and disqualifying dispositions mean?

    The shares you purchase through a qualified ESPP can be eligible for beneficial tax treatment. Your shares can "qualify" for this special tax treatment or be considered "disqualified," depending on when you sell and if certain holding periods have been met. This special treatment and the stock-price changes after purchase will determine whether the income from your sale is taxed mostly at ordinary income rates or mostly at the more favorable capital gains rates.

    To receive beneficial tax treatment, the purchased shares must be held for:

    • More than one year from the purchase date. This holding period requirement also meets the holding period required for long-term capital gains.
    • More than two years from the offering date (the date the offering period begins).

    When shares are sold after meeting both holding periods, it is considered a qualifying disposition and will usually receive favorable long-term capital gains tax treatment on a larger portion of the gains.

    When shares are sold before meeting both holding periods, it is considered a disqualifying disposition and the shares will not receive special tax treatment. You will be required to report ordinary income equal to the difference between the fair market value of the stock at the purchase date and the actual purchase price.

  • How do the tax implications of a qualified, or incentive, stock option (ISO) differ from those of a nonqualified stock option (NSO)?

    The main difference between ISOs and NSOs is how they are taxed. Shares from an ISO can "qualify" for beneficial tax treatment depending on when you sell. Shares from an NSO exercise will be taxed at your regular income rates.

    With an ISO, you will not be subject to ordinary income tax at the time of exercise, and no withholding or Social Security/Medicare taxes apply. This is because your shares can be eligible for beneficial tax treatment, so you don't know what types of taxes you will have until you sell the shares that result from the exercise.

    When you sell your ISO shares from the exercise, your entire gain (or loss) over the exercise price will be treated as a capital gain (or loss), provided the shares are held for the required holding period. This is called a qualifying disposition.

    To receive beneficial treatment, the shares must be held for:

    • More than one year from the exercise date.
    • More than two years from the grant date.

    If shares are sold before these holding periods end, you will have what is called a disqualifying disposition, and the shares will not receive beneficial tax treatment and will be taxed similarly to an NSO, but with no withholding or Social Security/Medicare taxes. The amount of ordinary income depends on the sales price relative to the market price on the date of exercise.

    It's important to remember that alternative minimum tax, or AMT, may apply when you hold the ISO shares through the calendar year of exercise. AMT is an alternative method for calculating your taxes that is triggered by specific events, such as the exercise of an ISO.

    ISO taxes can be complicated, so it is important that you consult a tax advisor regarding your personal tax situation.

    In contrast, when you exercise an NSO, the difference between the fair market value at exercise and the grant price—also known as the "spread"—will be treated as ordinary income, and Social Security/Medicare taxes apply. Your employer will generally be required to withhold taxes at the time of your exercise. When you sell the shares you received from the exercise, your subsequent gain or loss will be subject to tax as a capital gain (or loss).

Key takeaways


Depending on the type of award or ESPP, your company generally withholds any income taxes due and reports them on Form W-2.


Pay the taxes due with shares or cash (subject to plan rules). Check your plan documents on Fidelity NetBenefits®Log In Required.


You may be subject to capital gains taxes when you sell shares.

What is tax withholding?


When you take ownership of your stock plan shares (or cash), you are being "paid" with stock (or cash) and may have ordinary income taxes due. This could also occur when you purchase shares through an ESPP.


The taxes due are generally covered by withholding shares or cash from your award or ESPP, though this varies by the type of award or ESPP. These are the same type of taxes you see withheld from your regular paycheck—federal income tax, FICA taxes (Social Security and Medicare), and any applicable state or local taxes.


Depending on the type of award or ESPP, your company may withhold shares or cash to pay the taxes due and then report this on your W-2 form. The methods for income tax withholding are determined by the company. For example, with restricted stock units, the value of the shares at vesting is considered ordinary compensation income, and tax withholding is generally required at that time.


Tax withholding methods


There are 3 tax withholding methods that companies commonly use to cover taxes on your award—selling some of your shares, holding back some of the shares, or using cash from your Fidelity brokerage account (the Fidelity Account®):


  • Sell to cover: Your company sells a portion of your shares to pay the taxes due.
  • Net shares: Your company withholds enough of your shares to pay the taxes due.
  • Pay cash: Cash from your Fidelity brokerage account is used to pay the taxes due.

These tax withholding methods usually apply to awards like RSUs and RSAs but might not apply to SOPs, SARs, or cash awards. Your company may let you choose how to withhold taxes on your award, or it may have a mandatory default method of withholding. Check your plan documents on NetBenefitsLog In Required for details of the available tax withholding methods, including any decision windows and how to estimate your tax withholding.


To understand how the tax withholding methods differ, let's look at an example:


Assume you have 250 shares that are worth $10 per share at vesting:


  • Total taxable income: $2,500 (250 shares x $10)
  • Tax withholding rate: 22%
  • Tax withheld: $550 ($2,500 x 22%)

The following table shows how each method is applied to the example:

Net shares Sell to cover Pay cash
55 shares are withheld to pay your tax
($550 / $10 = 55) 

195 shares pay out to your Fidelity brokerage account, totaling $1,950. 
55 shares are sold to pay your tax
($550 / $10 = 55) 

195 shares pay out to your Fidelity brokerage account, totaling $1,950. 
$550 is paid in cash from your Fidelity brokerage account.  

250 shares pay out to your Fidelity brokerage account, totaling $2,500.

Withholding taxes on stock options


How you choose to exercise nonqualified stock options (NQSOs) determines how the taxes are withheld. No tax withholding applies to the exercise of incentive stock options (ISOs). There are 3 common ways you can exercise stock options:


  1. Exercise and sell: Exercise your options and immediately sell all the shares; some of the proceeds are used to cover the cost of purchasing the shares and any applicable fees and taxes. The remaining cash is deposited into your Fidelity brokerage account.
  2. Exercise and hold: Exercise your options by using cash in your Fidelity account to cover the cost of purchasing the shares and any applicable fees and taxes. All shares are deposited into your Fidelity account.
  3. Exercise and sell to cover: Exercise your options and immediately sell enough of the shares to cover the cost of purchasing the shares and any applicable fees and taxes. The remaining shares are deposited into your Fidelity account.

Explore stock option plans
A guide to stock options (SOPs)

Your Stock Plan Resource Center


The Stock Plan Resource Center provides the help and education you need to understand how your equity compensation works, including taxes, selling and managing shares, and planning for your financial goals and priorities.


Frequently asked questions

  • What are the different taxes I could owe and when are they triggered?

    US tax laws and reporting requirements vary based on your award or ESPP and what you do with the shares you receive. Check your plan documents on NetBenefitsLog In Required.

  • How are the dividends and dividend equivalents I received from my unvested stock award taxed?

    Depending on the type of award you have, you may receive dividends or dividend equivalents for your unvested shares. A dividend is a sum of money paid on the stock you own. If you have RSUs or other similar types of awards, your company will decide whether to give you a payout in shares or cash that is the "equivalent" of what you would have received on the unvested shares. If you have RSAs, you are usually entitled to the dividend payouts from your shares, even if they are unvested. Stock options and stock appreciation rights do not pay dividends.

    When dividend equivalents are paid at vesting through additional shares or cash, withholding applies at that time, and they are reported as part of your ordinary W-2 compensation income. With nonemployees, such as directors and independent contractors, this income is reported on Form 1099-NEC.

    Should a cash dividend payout occur before vesting, this compensation income will be taxed, and withholding applies at the time of payout.

  • What is a capital gain (or loss) and how does it impact my stock?

    A capital gain (or loss) is the difference between your sale price and your cost basis. If you sell stock for more than your cost basis, you recognize a gain. If you sell it for less than your cost basis, it is considered a loss. How much of that gain (or loss) you report depends on your cost basis.

    For shares you received through a stock plan, it is important to note that you may need to make adjustments to your cost basis to correctly calculate any capital gains or losses.

Key takeaways


Check for changes to filing requirements for the new tax season.


Learn about cost basis to accurately calculate your gains or losses.


Use Fidelity's tax-filing guides to assist with filing your return.

Preparing for tax season


Simplify your stock plan taxes this season with Fidelity's tax-filing guides. Fidelity also provides the tax forms you'll need to complete your return. When it's time, you'll receive a reminder to download the relevant forms when you log in to Fidelity NetBenefits®Log In Required. Make sure you've received all your forms and documents before you file.


Tax-filing guides to help you


Use Fidelity's tax-filing guides to find out what documents you'll need to gather for your tax return and how to use the tax forms that Fidelity will send to you. Select the tax guide about your type of stock award or plan. (Not sure which award or plan you have? Log in to NetBenefitsLog In Required to check.)


Restricted stock units, performance awards, and restricted stock awards (PDF)

Qualified employee stock purchase plan (PDF)

Nonqualified employee stock purchase plan (PDF)

Incentive stock options (PDF)

Nonqualified stock options (PDF)

Stock appreciation rights (PDF)


Avoid overpaying taxes by making any needed adjustments for your cost basis


To file your taxes, you first need to understand cost basis—this is the price you paid to acquire the shares, plus fees and commissions and the taxable income you recognized. This figure determines your gain or loss when you sell the shares. Since you received your shares as part of a stock award or ESPP, you may need to do some extra math to make sure the proper adjustments are made for your cost basis.


Calculating your gain or loss with cost basis
When you sell shares, you'll report any gains or losses by using a simple formula: subtract the cost basis (how much you originally paid for the stock plus the income recognized) from the sale price (how much you sold your shares for): Sale price – cost basis = reportable gain or loss.


Cost basis works differently for your stock award or ESPP
When your awards vest or you buy company stock, you've already paid taxes on their value since your employer has already reported it as income on your W-2, including Social Security and Medicare taxes.


Adjustments related to your cost basis
Depending on the type of stock award or ESPP, your company reports the income you receive on the shares on your W-2 and deducts any applicable income taxes, including Social Security and Medicare. When you sell the shares, you'll need to make cost basis related adjustments to file your tax return accurately. To help with this, Fidelity will send you two important documents:


  • Form 1099-B to report capital gains and losses from the sale of shares.
  • A Supplemental Information form to report the adjustments needed and include employer-reported income. Your adjusted cost basis on this form will not be automatically included when you file your taxes, so make sure the numbers are accurate to avoid paying extra.

When you have all the necessary forms and have determined the correct cost basis, you can calculate your reportable gain or loss by using IRS Form 8949 and Schedule D. Check your Fidelity tax form schedule to see which forms you'll receive and when.

Your Stock Plan Resource Center


The Stock Plan Resource Center provides the help and education you need to understand how your equity compensation works, including taxes, selling and managing shares, and planning for your financial goals and priorities.


Frequently asked questions

  • Why did I get a 1099-B and Supplemental Form? I already had taxes withheld when I exercised.

    Your employer reports compensation paid to you on Form W-2 (or Form 1099-MISC for nonemployees). If Fidelity receives data on your ordinary income from your employer, this amount will be reflected on the Stock Plan Supplemental Form. We report proceeds from the sale of stocks, mutual funds, bonds, and notes on Form 1099-B.

    You need all this information for your taxes, as it is your responsibility to report gains or losses from stock sales on Form 8949 and Schedule D.

  • Am I able to have my tax refund deposited into my Fidelity account(s)?

    You may be able to direct deposit your IRS or state tax refund into your Fidelity account(s). Learn more at Direct Deposit Your Tax Refund.

  • What is a wash sale?

    A wash sale occurs when you sell shares at a loss and buy additional shares of the same or substantially identical security within a 61-day period. This period begins 30 days before the sale and ends 30 days after the sale, including the date of the sale. If the sale results in a wash sale, generally you will not be able to deduct the resulting loss from your taxes in the year of sale. Instead, the loss and the holding period will be carried over to increase the cost basis of the new shares. For more information, watch our video about wash sale rules.

    Sales of stock received in an ISO exercise raise additional issues under the wash sale rules. For assistance with completing your tax return, please consult your tax advisor.

  • I received a payout from a cash-settled award. Why didn’t I receive a 1099-B?

    Cash-settled transactions result in no sale of stock; instead, you are given the cash value of the stock. As there is no stock sale, no Form 1099-B is issued or required. As a result, your W-2 or 1099-NEC will show the income from the transaction.

Resources

What's new for this tax season? (PDF)


Get highlights of key IRS tax changes to help you prepare your tax return.

Tax calculators and tools


Resources to help you to assess and calculate the tax implications of your investments.

Tax preparation offers


Do you self-file using tax preparation software? Get discounts courtesy of Fidelity.