Make the most of company stock

A little-used IRS rule can help maximize the value of your company stock.

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More than 2.2 million people own over $101 billion of company stock* in Fidelity-administered workplace retirement plans alone. If you own company stock in such a plan, there is a tax break that could save you a bundle on taxes—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 tax bill, but a little-known tax break—dealing with net unrealized appreciation (NUA)—has the potential to help.

"The tax treatment of net unrealized assets could be a significant break for an investor with a sizable company stock holding, particularly if the assets have appreciated a great deal or the investor plans to tap the funds in the short term," says Steven Feinschreiber, senior vice president, Fidelity Investments. "Of course, you don't want to let taxes dictate investing decisions. Make sure to first consider the sale in light of your allocation, cash flow needs, and long-term goals—then see if this tax strategy makes sense for you."

Defining 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 distribute the company stock into a taxable account and roll the remaining assets into an IRA. The latter option might be more effective, depending on your circumstances, thanks to IRS rules governing NUA of company stock.

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.)

When you sell your shares, you’ll pay long-term capital gains tax on the stock's NUA. The maximum federal capital gains tax rate is currently 20%, far lower than the 37% top income tax rate, so your potential tax savings may be substantial.

How to qualify for NUA treatment

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

  • 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).
  • You must distribute all assets from all qualified plans you hold with the employer, even if only one holds company stock.
  • You must take the distribution of company stock as actual shares. You may not convert them to cash before the distribution.
  • 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 Feinschreiber. "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."

For more information on these complex rules, as well as situations that trigger additional tax restrictions, review IRS Publication 575, Pension and Annuity Income, which is available at

When to choose NUA treatment

Consider the following 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 NUA tax treatment of company stock.

Absolute NUA. The larger the dollar value of the stock's appreciation, the more the NUA rules 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, the greater the potential benefit of that account's tax-deferred growth. A shorter time frame makes the NUA election more attractive.

A hypothetical case study

An executive in the 37% tax bracket decides to retire at age 50. She holds $100,000 worth of company stock with a cost basis of $20,000, resulting in NUA of $80,000, and she wants immediate access to the cash.

She decides to distribute the assets into a taxable account and elect NUA tax treatment. She pays income tax and a 10% early withdrawal penalty on just her $20,000 cost basis—a total of $9,400. She then immediately sells her company stock and pays 20% capital gains tax on the stock's $80,000 NUA. In all, she pays taxes and penalties of $25,400, leaving her with $74,600.

Imagine she instead rolled her company stock into an IRA, then sold the shares and withdrew the cash. In that case, she would pay income tax and penalties on the entire $100,000, for a total of $37,000 in income tax and $10,000 in early withdrawal penalties. As a result, she would wind up with just $53,000.

Please note that results will differ depending on the individual, after the stock moves into a taxable account, and the percentage of NUA. But, in this scenario, NUA tax treatment is clearly the better choice. The executive's high tax bracket and substantial NUA, both in absolute terms and as a percentage of her company stock's market value, enabled the NUA rule to produce considerable tax savings. If, on the other hand, the executive planned to wait 15 years or more to tap her company stock, the full IRA rollover likely would have been more advantageous. Whether she left the company stock in the IRA or sold it to invest in other securities, her investments could have generated tax-deferred growth—which would probably eventually outweigh the NUA's initial tax savings.

The importance of advice

The decision whether to take NUA treatment can be complicated. Certain situations may trigger restrictions on the NUA strategy. What's more, you should consider the way your distribution strategy affects your overall financial plan, including your estate plan, charitable giving, and—perhaps most important—the level of diversification in your portfolio. A tax professional or financial advisor can help you determine whether the NUA rule applies to your individual circumstances and, if so, how best to deploy it.

Next steps to consider

Give your money the chance to continue to grow tax-deferred.

Here are tips to help move money from an old 401(k) to a Fidelity IRA.

Get guidance on rolling after-tax 401(k) assets into a Roth IRA.

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