Why is the $100K ISO limit important for startups?

by Sarath | July 26, 2022 | $100K ISO limit , ISO , NSO

Have you ever completed your tax return and been surprised by the amount of taxes you owe the IRS compared to what you expected? It’s possible that you’re unaware of how tax regulations affect you and your income. To avoid this from happening again, it’s crucial to understand the ISO 100K regulation, especially if you’ve just been granted or are going to acquire incentive stock options. The ISO 100K rule is one such regulation that falls under Incentive Stock Options (ISOs). In this article, we discuss what is the $100K ISO limit and why it is important for businesses, especially startups.

$100K ISO limit for startups

For most startup companies, stock options is a form of compensation they give to employees as a way to retain them in the company. Most often, these employees have never worked in a startup before and probably don’t know how to handle stock options. Startup founders should also be aware of how much they can offer to their employees in stock options, which is where the $100K ISO limit comes in.

What is the $100K ISO limit or $100K rule?

The $100K ISO limit, also known as the 100K Rule, limits employees from receiving more than $100,000 worth of exercisable incentive stock options (ISOs) in a year. Any amount beyond $100,000 will be taxed as non-qualified stock options (NSOs). It’s important to note that ISOs are not taxed, this is why the $100K ISO limit exists: to prevent any abuse of this tax benefit.

Why should startups care about the $100K ISO limit?

Knowing what the $100K ISO Limit is all about helps to educate startup employees on how they are taxed. A lot of startup employees won’t know about how they are taxed with their ISOs, so they might think they are being charged too much on taxes. In helping them understand the $100K ISO Limit, not only do you avoid the abuse of this tax benefit, but to also educate them on what they can do with their stock options.

Things to know under the $100K ISO limit

Before you issue stock options to your employees, it’s important to learn more about the $100K ISO limit. Under the U.S. Internal Revenue Code §422(d)(1-3), there are several factors that need to be known to determine whether you have exceeded the $100,000 limit. These include:

Number of shares that first become exercisable in a year
Issue date of grant(s)
Fair market value of the shares when the grant(s) were issued

It’s also important to note that the I anything over $100,000 worth of stock options that are exercisable in a calendar year will be seen as NSOs by the IRS. For example, if an employee is granted $150,000 worth of ISOs that can be early exercised, then the grant will be split into $100,000 worth of ISOs, and the remaining $50,000 will be NSOs. Because of this, the amount of taxes owed and when they are owed will be affected.

Where does the $100K ISO limit apply?

The $100K ISO limit was put in place to prevent this tax advantage from being abused. The IRS considers stock options valued at more than $100K exercisable in a single year to be NSOs. You can divide option awards that exceed the $100k level into ISO and NSO sections to comply with the $100K regulation. The ISO Limit refers to the maximum The number of common stocks that can be issued as a result of the exercise of incentive stock options granted.

Non-qualified stock options (NSOs or NQSOs) enjoy advantageous IRS treatment, but Incentive Stock Options (ISOs) do not. The main benefit is that the difference between the fair market value (FMV) and the initial exercise strike price is not subject to ordinary income tax when the option is exercised. NSOs withhold ordinary income tax on the spread at the time of exercise. ISOs, on the other hand, are subject to the Alternative Minimum Tax (AMT) to prevent rich people from using this approach to hide all of their income.

Calculating the $100K ISO limit

The $100K limit refers to the maximum number of ISOs an employee can get (vest) in a given year. The sum is calculated by multiplying the per-share fair market value at the time of the award by the number of shares given.

Things to consider when calculating the $100K ISO limit

Employees cannot receive more than $100K in exercisable incentive stock options (ISOs) in a calendar year. The IRS considers any further ISOs beyond the $100,000 level to be non-qualified stock options (NQOs). The distinction between ISOs and NQOs is most generally referred to as the ISO/NQO split in instances where this is appropriate. (It’s worth noting that this rule only applies to options that become exercisable for the first time during the year; thus, grant vesting timelines are critical for staying in compliance with this rule.

How to calculate the $100K ISO limit

The aggregate fair market value of the stock with respect to which an incentive stock option (determined without regard to this section) is exercisable for the first time by any individual during any calendar year (under all plans of the employer corporation and related corporations) is treated as a non-statutory option to the extent that an incentive stock option.

What is the $100K ISO limit violation?

If you’ve ever given or received incentive stock options, you’re probably aware of the IRS’s distinction between ISOs and NQOs. Shares are taxed when an employee sells their shares, not when they are granted or exercised. If the employee keeps the stock for a year after vesting and at least two years after the grant date, any profits are classified as capital gains, which are taxed at a lower rate and are not considered income.

What happens when you violate the $100K rule?

The $100K ISO restriction (also known as the $100K rule) prohibits workers from classifying more than $100K in exercisable options as ISOs in a calendar year. The IRS grants incentive stock options (ISOs) preferential tax treatment over non-qualified stock options (NSOs). According to the 100K Rule, employees cannot receive more than $100K in exercisable incentive stock options (ISOs) in a calendar year. The IRS considers any further ISOs beyond the $100,000 level to be non-qualified stock options (NQOs).

How to avoid a $100K rule violation

According to federal securities legislation, employees are not authorized to receive more than $100,000 in exercisable incentive stock options (ISOs) in a calendar year. If a corporation provides an employee with a number of options that exceeds this maximum, the options will be classified as Non-Qualified Stock Options (NSOs). It’s better to avoid selling stock options immediately after they are vested to avoid any tax consequences.

Effects of cancellation and acceleration under the $100K rule

Because of the favorable tax status, ISOs are appealing equity vehicles for employees. Employees don’t have to pay taxes on their ISOs until they sell them. If they retain the stock for the requisite amount of time, they also benefit from lower long-term capital gains tax rates (one year from the exercise date and two years from the grant date). Early-stage pre-IPO firms use ISOs because the favorable tax status may be tremendously beneficial to employees.

Consider obtaining options on a stock that starts out at $0.50 and rises to a big multiple by the time it goes public, leaving you with only the long-term capital gains tax rate to pay instead of the ordinary income rate. To make things more practical, the administration system now indicates that employee A earned two different awards, one with an ISO award type and the other with an NSO award type, as a result of the split. When it comes to stock administration, valuation, expenditure recognition, tax, and financial statement disclosure, there are various administration and reporting aspects to be mindful of when accounting for these split awards.

Manage your stock options and company equity on Eqvista!

Now that you know what incentive stock options are and how the ISO 100k limit regulation works, you may be more cautious about how many ISOs you issue to your staff. This would allow them to avoid paying any more taxes as a result of the options. You may also help them grasp the ISO 100K guidelines so that they are fully aware of what they are getting themselves into. In order to better manage your company’s stock options and equity, Eqvista is the best platform for you! With Eqvista, you are guaranteed to manage all of your company equity in a smooth and efficient way. To learn more about our equity management software, contact us today!