Equity Management

83(b) election

November 28, 2024

Smarter way to handle stock option taxes

What is an 83(b) election?

  • In general, stock options are taxed at the time of exercise.
  • Code 83(b) allows you to choose to pay taxes on stock options at the time of grant.

Why is 83(b) important?

  • Employees can pay income tax on stock options based on the grant date's fair market value (FMV) instead of exercise date.
  • Benefit: Pay taxes early (at the grant date) to avoid higher taxes due to increased FMV after 2–3 years of vesting.

How does 83(b) work?

  • Who can use it: Employees receiving U.S. stock plans like Restricted Stock Awards & Non-qualified Stock Options.
  • When to elect: At the time of stock grant.
  • How it works:
    • Upon election, pay exercise price and taxes upfront.
    • Taxes are calculated based on FMV on the grant date.

Tax implications: With vs. Without 83(b)

Table 1
Tax EventWithout 83(b)With 83(b)
Grant DateNo taxTax on (FMV - Exercise Price)
Exercise DateTax on (FMV - Exercise Price)No tax
Sale DateCapital gain tax on (Sale Price - Exercise FMV)Capital gain tax on (Sale Price - Grant FMV)

Before electing 83(b)

  • Review your stock plan agreement with the company.
  • Understand your long-term career and stock strategy.
  • Evaluate the company’s growth prospects.