The Pros and Cons of ISOs and NSOs for Employees and Employers

This article narrates the pros and cons of ISO, the pros and cons of NSO.

Equity is increasingly being used in employee remuneration packages, particularly in the technology industry. However, not all equity rewards are made identical. To maximize your benefits and receive payment at the end of the day, you must be conscious of how they operate. Additionally, you should also be aware of the pros and cons of ISOs and NSOs. This article narrates the pros and cons of ISO, the pros and cons of NSO, considerations for employers when choosing between ISOs and NSOs, and considerations for employees when choosing between ISOs and NSOs.


Companies frequently use employee stock options known as ISOs (Incentive Stock Options) and NSOs (Nonqualified Stock Options) to give their workers equity-based pay. These are two popular categories of employee stock options that businesses utilize to reward and motivate their staff.

Understand ISO and NSO

ISOs are common forms of compensation for staff that offer rights to business shares at a discounted price at a later period. A non-qualified stock option (NSO) is a form of employee stock option in which the difference between the grant price and the price at which you exercise the option is taxed as ordinary income. The goal of this kind of employee stock purchase plan is to retain important staff or managers.

How does ISO and NSO work?

The strike price is the cost at which stock options are granted, or issued, by the employer business. This may approximately represent the share price at that moment. On the grant day, ISOs are first issued, and on the exercise date, the employee exercises their right to purchase the options. Upon execution of the options, the employee is able to sell the stock right away or hold onto it for a while. Non-qualified stock options provide workers the opportunity to purchase a predetermined number of shares of their company’s stock at a predetermined price within a specified timeframe.

When Are ISO Appropriate?

Here are the scenarios where ISO’s are appropriate,

  • Long-Term Investment Perspective – ISOs offer an appealing option for investors with a long-term investment horizon, as they allow the deferral of capital gains tax until the shares are sold.
  • Lower Tax Bracket – ISOs can be advantageous for individuals in lower tax brackets. Tax payments on gains can be postponed until the shares are sold, potentially resulting in lower tax liabilities if the recipient is in a lower tax bracket at that time compared to non-qualified options.
  • No Immediate Exercise Plans – ISOs can be a smart choice for those who don’t plan to exercise the option right away. Since ISOs are subject to the Alternative Minimum Tax, individuals who intend to sell the shares in the future, rather than exercise the option, can benefit from this tax treatment.
  • Exemption from Alternative Minimum Tax – If the option recipient is not subject to the Alternative Minimum Tax, ISOs provide tax advantages, ensuring that gains from the sale of shares won’t be subject to this tax.

When Are NSO Appropriate?

Here are the scenarios where NSOs are appropriate,

  • Ineligibility for Qualified Stock Options – When legal or contractual limitations prevent an employee from qualifying for stock options.
  • Employee Retention and Goal Achievement – When a company seeks to incentivize employees to remain with the organization for an extended period or to meet specific performance objectives.
  • Long-Term Capital Gains Preference – When an employee’s preference is to obtain long-term capital gains rather than short-term income.
  • Recognition of Additional Responsibilities – When a company wishes to reward employees for assuming added risks or taking on more significant responsibilities.
  • Acknowledging Contributions to Growth -When a company aims to recognize and reward employees for their contributions to the company’s expansion and success.

Advantages of ISOs for Employees and Employers

To start, it’s beneficial to gain more knowledge regarding incentive stock options, including how they function as well as how you can optimize their potential. A stock option that grants you the opportunity to buy shares of stock at a predetermined price is known as an incentive stock option.

Potential tax benefits for employees

ISOs provide possible tax benefits to employees. Any gains from the sale of the shares may qualify for long-term capital gains tax rates, which are normally lower than ordinary income tax rates when ISOs are exercised and the shares are held for a set period (often two years after award and one year after exercise). As a result, employees may save a lot of money on taxes.

Potential Retention and motivation benefits for Employers

ISOs may be a strong tool for motivating and retaining essential staff. Companies encourage employees to work for them for a long time by giving them the chance to become shareholders, which strengthens their commitment to the company’s success and increases their loyalty.

Lower tax liability for employers

Employers in the US may have lower tax liabilities after exercising ISOs (Incentive Stock Options). The following tax implications normally occur if ISOs satisfy the standards stated in section 422 of the Internal Revenue Code

  • No income is reportable or includible at the time of the offer.
  • Except for potential AMT issues, no income is reportable or includible while using the ISO.
  • AMT adjustments are based on the value spread, which is the difference between the exercise price and the stock’s fair market value at the time of exercise.

As a result, employers’ tax liability is reduced.

Disadvantages of ISOs for Employees and Employers

ISOs may have drawbacks such as fostering dishonesty, creating conflict over time, and encouraging mismatched incentives. When employees discover that their present performance is insufficient to meet the incentive milestones, result-driven incentives can occasionally spiral out of hand.

Limitations on exercise and sale of stock options

ISOs are not immediately liquid. Before converting their options into cash, employees must wait for them to vest and then exercise them. This limitation on the exercise and sale of options may be a concern, especially if employees want money for unforeseen or personal financial responsibilities.

Risk of holding onto stock options for too long

Employees who keep a sizable amount of their pay in ISOs for a long time are subject to the danger of concentration. Employees may sustain large losses if the firm experiences financial difficulties or its stock price falls, which might have an impact on their overall financial well-being. Incentive stock options are correlated to the fluctuating stock price of the corporation.

Complicated tax rules for employees

Employees must evaluate the unique tax consequences of ISOs. Employees who exercise their options may be liable to alternative minimum tax (AMT) if the exercise price exceeds the stock’s fair market value. Additionally, workers can be subject to capital gains tax when they sell the acquired shares. It can be difficult to comprehend and manage these tax responsibilities, which might put a further financial strain on employees.

Advantages Of NSOs for Employees and Employers

Non-qualified stock options benefit employers in the same manner that all other stock options do. It lowers the possibility of a cash outflow and enables the business to keep more cash and liquidity for other purposes by acting as an efficient compensation technique.

Flexibility in exercise and sale of stock options

NSOs provide employees with flexibility in managing their stock options. Employees can choose to exercise their options when it is most advantageous for them, taking into factors such as taxes and market circumstances.

Less restrictive eligibility requirements

NSOs can be granted to both workers and non-employees, such as contractors, suppliers, and consultants, in contrast to incentive stock options (ISOs). This adaptability enables companies to provide stock-based remuneration to a larger group of workers who make valuable contributions to the organization.

Ability to set exercise price at a discount to market value

In order to satisfy certain criteria under US tax law, the exercise price is normally fixed at the fair market value of the underlying stock on the date the option is granted. NSOs have the option of setting the exercise price below market value which is advantageous to the employees.

Disadvantages of NSOs for Employees and Employers

Employers frequently utilize Non-Qualified Stock Options (NSOs), to pay and motivate their workforce. NSOs have several advantages, but they also have drawbacks that affect both employees and employers. NSOs’ main drawbacks are a higher tax load, higher exercise costs, and a potential crisis.

Higher tax liability for employees

NSOs have a downside: profits from selling shares are subject to ordinary income tax. The difference between the stock’s market value at exercise and the grant price is taxable, resulting in a potentially significant tax burden.

Less favorable tax treatment for employers

NSOs do not offer the same tax benefits as incentive stock options (ISOs). Depending on the circumstances, ISOs may qualify for more benevolent tax treatment, such as lower capital gains tax rates. However, NSOs are subject to regular income tax rates, which means that when employees exercise their options, their taxes may increase. Hence employees may not exercise NSOs which is an unfavorable situation for employers.

Potential dilution of stock ownership for existing shareholders

The ownership position of current shareholders may be diluted if NSOs are issued to employees. When workers exercise their stock options and purchase shares, the total number of outstanding shares rises, potentially reducing the ownership percentage of other shareholders, including founders and early investors. This dilution may have an effect on the company’s control and decision-making authority.

Considerations for Employers When Choosing Between ISOs and NSOs

Employers should take into account a number of considerations when deciding between ISOs and NSOs.

Considerations for Employers When Choosing Between ISOs and NSOsConsiderations for Employees When Choosing Between ISOs and NSOs
Business goals and objectives: This outlines companies objectives and indicates the route it intends to take. The strategies and routes used in achieving a goal are set forth by a business objective. Employers may select the NSO or ISO based on their goals and objectives.Tax implications: Employees should consider the tax consequences associated with each form of stock option when deciding between ISOs and NSOs. ISOs provide employees with the chance to purchase company shares at a discount, while NSOs are often more favorable.
Company structure and stage of growth: ISOs are frequently granted to workers by early-stage firms owing to the tax benefits they offer. Employers should consider the development trajectory of their business and upcoming fundraising rounds.Exercise and sale restrictions: ISOs have strict holding period requirements for favorable tax treatment, and selling before completion may change the tax status. Understand these requirements before deciding.
Employee demographics and culture: When selecting between ISOs and NSOs, social, cultural, religious, and other qualities of an employee or group of workers that contribute to the definition of the population to which they belong play a significant role.Potential for appreciation and value of stock options: ISOs have better tax laws and requirements. Evaluate the stock option plan's parameters, including tax implications, vesting durations, and exercise prices.
Plan administration and cost:
Employers should also evaluate and compare the administration and plan costs of both NOSs and ISOs before selecting the most advantageous plan.

Manage your stock options with Eqvista!

Employees should know the distinctions between ISOs and NSOs and how they affect their tax obligations. The decision between the two is based on unique factors, including the employee’s tax condition, employment status, and the firm’s stock option plan.

A financial or tax expert might guide you in making the right choice concerning stock options. Eqvista can assist you in granting stock options and managing them using vesting arrangements. Read more about it here. Check out and use Eqvista, the most effective stock option management software available!

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