A vest is not the same as a payday. Between RSUs taxed the moment they vest, ISO exercises that trigger AMT, and ESPP discounts the IRS treats as income, a strong year at a tech company can quietly turn into a tax problem. Good software engineer tax planning starts before the vest, not at filing, and this page shows you how to keep more of what you earn.
100% confidential · No spam
| Metric | Without Planning | With Planning |
|---|---|---|
| Total equity income | $200,000 | $200,000 |
| Withheld at vest (22%) | $44,000 | $44,000 |
| True federal liability | $70,000 | $58,000 |
| April shortfall | $26,000 | $0 |
| Underpayment penalty risk | Likely | None |
These are the most common equity compensation missteps we see most often. Each one is avoidable with a plan in place before the transaction, not after.
You know which grants are incentive options and which are non-qualified, since they tax very differently.
| Award type | Taxed at | Watch for |
| RSU | Vest | Withholding shortfall |
| ISO | Exercise / sale | AMT, qualifying hold |
| NSO | Exercise | Ordinary income spread |
| ESPP | Sale | Disqualifying disposition |
A short review now can save thousands later. We will map your grants, model the tax, and build a plan around your vesting calendar.
RSUs are taxed as ordinary income at the moment they vest, based on the share price that day. That value is added to your wages and reported on your W-2. Any further change in price after vesting is treated as a capital gain or loss when you eventually sell.
Employers withhold federal tax on equity at a flat 22% supplemental rate. Most high earners sit in a higher bracket, so that flat rate under-collects, and the difference becomes a balance due at filing, sometimes with an underpayment penalty.
It depends on your AMT exposure, your cash position, and your view of the company. Exercising and holding starts the clock toward long-term treatment but can create an AMT bill on paper gains. Modeling it before year end is the safest approach.
For restricted stock or early-exercised options, an 83(b) election lets you pay tax on the value at grant rather than at vesting. When the current value is low and you expect growth, it can shift future appreciation into capital gains. The election must be filed within 30 days of receiving the stock.
Hold the shares long enough to meet both the offering-period and purchase-date requirements before selling. Meeting them keeps more of your gain in the lower capital-gains category instead of ordinary income.
Disclaimer: This is not tax advice, and it is recommended to consult a tax professional, as every tax situation is unique.