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clschaaf
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

I exercised 4 of my ISOs in previous years.  3 of them qualify for long term capital gain, but the 4th does not.

A CPA told me to treat it as an installment sale, however Turbotax (incorrectly, I believe) won't allow stock to be entered as an installment sale.  I say incorrectly because the stock was/is not traded on any exchange.

The Stocks ISO section also does not allow me to enter the escrow amounts that were withheld.

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How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Reporting the sale as an installment sale is correct in very many instances and presumably the facts and circumstances of the sale dictate that treatment.

I don't know if you were subject to AMT due to the previous instances of  "exercise and hold".  If you were not then life gets a lot easier.

The following interview path does appear to properly report an installment sale:

Begin the Installment Sales interview under the "Less Common Income" section
Answer "Yes" to the question "Do you want to report an installment sale?"
On the "Property Description" page enter "Description of Property Sold", "Date you Acquired This Property", "Date Your Sold This Property"
On the "Sales Information" page enter "Selling Price", "Sales Expenses" and "Cost or Basis"
On the "How Was This Item Used?" page answer "No"
On the "Sold Stock" page answer "No"
On the page "Collectible" answer "No"
On the page "Passive Activities" answer "No"
On the page "Debt Assumed by Buyer" enter the appropriate amount ($0, I assume)
On the page "Principal and Interest Received" enter the appropriate amounts
On the page "Depreciable Property" answer "No"
On the "Related Party Sale" page answer "No" (I assume)

Please let me know if it works for you.  I'm trying to get a "critical mass" of users that need this functionality in order to persuade TurboTax that their programming is wonky here.

If you were subject to AMT due to previous exercise and holds then you certainly want to get the "reversing" entry properly place on Form 6251.  In that case I'd say that the first thing to do is to enter the trades using the "ISO step by step" interview in order to calculate the correct amount of the Form 6251 reversing entry.  You certainly can enter the "escrow amounts that were withheld" because you start the process of reporting a sale simply by telling TurboTax the amount of proceeds "received" by including the escrow amounts to the cash actually received.  Doing so will caculate then correct Form 6251 reversing entry.

After getting that reversing entry amount and recording it somewhere, and noting what line it shows up on, (line 17), delete the trades and then go enter the trades using the work-around installment sales method outlined above.  Then go into the AMT interview and simply tell TurboTax the amount of reversing entry needed.

I honestly don't know if the reversing entry would be reported "as if" all the cash was received upfront - that is, in the same amount as you recorded from your use of the ISO step by step interview as outlined in the paragraph above - or if you would "trickle it in" as cash was received.  My instinct is that the latter method is correct but as I said I really don't know.

Tom Young

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16 Replies
aevn
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

For the sale of ISO stock in 2018 (private company acquired by a public company, ISO stock sold and paid out in cash), I received a 1099 B form that shows part of the proceeds. The rest of the proceeds are being held in escrow and will be paid out in 2019 and 2020.

I entered my 1099 B and the supporting Form 3921. TurboTax is showing full cost basis for the full amount that I will eventually receive (across 2018, 2019, and 2020), even though I only received part of the payout in 2018. I believe this means that I'm paying taxes only on the 2018 portion, but since I'm reporting my full cost basis now, I'd have a cost basis of 0 when I report the payments I receive in 2019 and 2020. Is this the correct way to report it?

I also entered this as an installment sale, in addition to entering my 1099 B. This now shows two extra line items on the bottom of my income summary. (1) Sale of business property, and (2) Installment sales. The total for each of these shows as 0. Is this correct?

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

"Is this the correct way to report it?"

No.  Use the installment sales method for the sale.  The "proceeds" will include the amounts in escrow.

"The total for each of these shows as 0. Is this correct?"

That's an impossible question to answer definitely.  However if the sale is a disqualifying sale and the price per share the public company paid is the same price used to calculate the compensation reported on the W-2 then "$0" would be correct.

Question to you: Is the compensation reported on the W-2 based on ALL shares sold, even though payments are expected in 2019 and 2020?
aevn
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Thanks for your help TomYoung! Really appreciate it. Here are a few more details about the situation:

1. I am no longer at the company, I exercised the ISOs shortly after leaving the company in 2017. There is no compensation reported on my W2 for this, I only got a  form 3921 for the exercise in 2017, and a form 1099B for the sale in 2018.

As a side note on form 3921, when I exercised my strike price was the same as the fair market value, so I had no AMT considerations.

2. The 1099B does not show the full amount of the sale. For simplicity's sake, let's say the sale amount was 100k. I received 95k in 2018 and the other 5k of the funds are being held in escrow. I will get half of those funds in 2019, and the final amount in 2020. The 1099B shows the 95k portion.

3. When I fill in the interview for the 1099B entry and put in the info for supporting Form 3921, it shows the full number of shares sold, not removing anything for the part still held in escrow. So to answer your question, just swapping the forms W2 and 1099B, no the compensation reported is not based on ALL shares sold.

Can you please help me understand (or point me to existing articles if I missed them) if I need to:

- Enter this as an installment sale and skip the 1099B? When I started to enter the installment sale information, it wanted some information from my 2017 taxes that does not exist, because the first 'installment" (sale and payment) happened in 2018.

OR

- Enter the 1099B and not worry about the cost basis (full) not matching the compensation reported (partial)? Not sure how that would play out for future 1099Bs if I get them for the remaining 5k amount.

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Reporting the sale as an installment sale is correct in very many instances and presumably the facts and circumstances of the sale dictate that treatment.

I don't know if you were subject to AMT due to the previous instances of  "exercise and hold".  If you were not then life gets a lot easier.

The following interview path does appear to properly report an installment sale:

Begin the Installment Sales interview under the "Less Common Income" section
Answer "Yes" to the question "Do you want to report an installment sale?"
On the "Property Description" page enter "Description of Property Sold", "Date you Acquired This Property", "Date Your Sold This Property"
On the "Sales Information" page enter "Selling Price", "Sales Expenses" and "Cost or Basis"
On the "How Was This Item Used?" page answer "No"
On the "Sold Stock" page answer "No"
On the page "Collectible" answer "No"
On the page "Passive Activities" answer "No"
On the page "Debt Assumed by Buyer" enter the appropriate amount ($0, I assume)
On the page "Principal and Interest Received" enter the appropriate amounts
On the page "Depreciable Property" answer "No"
On the "Related Party Sale" page answer "No" (I assume)

Please let me know if it works for you.  I'm trying to get a "critical mass" of users that need this functionality in order to persuade TurboTax that their programming is wonky here.

If you were subject to AMT due to previous exercise and holds then you certainly want to get the "reversing" entry properly place on Form 6251.  In that case I'd say that the first thing to do is to enter the trades using the "ISO step by step" interview in order to calculate the correct amount of the Form 6251 reversing entry.  You certainly can enter the "escrow amounts that were withheld" because you start the process of reporting a sale simply by telling TurboTax the amount of proceeds "received" by including the escrow amounts to the cash actually received.  Doing so will caculate then correct Form 6251 reversing entry.

After getting that reversing entry amount and recording it somewhere, and noting what line it shows up on, (line 17), delete the trades and then go enter the trades using the work-around installment sales method outlined above.  Then go into the AMT interview and simply tell TurboTax the amount of reversing entry needed.

I honestly don't know if the reversing entry would be reported "as if" all the cash was received upfront - that is, in the same amount as you recorded from your use of the ISO step by step interview as outlined in the paragraph above - or if you would "trickle it in" as cash was received.  My instinct is that the latter method is correct but as I said I really don't know.

Tom Young

clschaaf
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Thank you Tom!  That worked.

You are correct that  Turbotax's interview logic is faulty.  If you answer "yes" to the "Sold Stock" question, they should have an additional page asking if the "stock or securities is traded on an established securities market?".  Only if that answer is "yes" should they deny the installment.  I don't know how to tell TurboTax of their logic gap though.

Thank you for covering AMT.  I failed to mention that when I exercised the options, I went through the AMT interview and was not subject to AMT.

Now I have follow-on questions.
Since the last lot was exercised less than a year before the company's sale (I missed it by 2 weeks!), that portion is short term capital gain.  Will the future amounts I receive from the escrow hold backs (assuming I get anything at all), be treated as long term capital gain?

And if the answer to that question is yes, do I have to pro-rate the amount withheld evenly to each lot?

Or can I apply more to the last lot such that I receive only $1.00 (or even 0) in 2017 and the balance in future years?  Hopefully, that would have the effect of shifting most of the gain on the last lot to long term.

Thanks again,
Charlie

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

"Will the future amounts I receive from the escrow hold backs (assuming I get anything at all), be treated as long term capital gain?"

I don't believe so.  You have to "own" the stock for more than 1 year to get long term capital gains treatment and you've reported a sale of the stock having owned it for less than a year.
clschaaf
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

I guess I should re-ask about prorating the escrow holdbacks over all 4 lots or if I can apply more of it to the lot with the short term gain to the point that only $1.00 is recognized in 2017?
Since the recent tax law changes make the 2018 tax rates lower than 2017, I believe deferring the bulk of the payments to future years should result in lower taxes overall.

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

"And if the answer to that question is yes, do I have to pro-rate the amount withheld evenly to each lot?"

Yes.  To not do so would be income manipulation that flies in the face of the facts which I assume are that you were to be paid so much per share and that per share amount was to be paid in installments.
mgio
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Thanks so much! I have exactly this problem. Turbo Tax is asking me when I say "yes" to it being a stock if it is from a qualifying small business (it is not) and when I say "no" it tells me I can't do an installment sale! The other problem is that the total amount of the disqualifying disposition INCLUDING the escrow amount is included on my W-2! Is that correct? I think my W-2 is wrong but my company denies it.

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

I would guess the company is correct, but I don't really know.

A disqualifying disposition DOES create compensation.  It creates compensation that's the lesser of:

1) the spread at exercise or,
2) actual gain based on your exercise price

Too, if the contingent amount is in escrow, then the IRS expects to see that escrow amount included in the proceeds for the installment sale.

Do you really have any "profit" to report here?

If you do then "symetery" would suggest that you only recognize compensation as you report gain, but I really have no idea about how an installment sale and a disqualifying disposition work together, in practice.
mgio
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Thanks TomYoung. I do agree that the disqualifying disposition creates compensation. But the W-2 shows even more because it shows the escrow amount. To make up numbers: say my strike price was $1 and $11 sale price and I had 10,000 shares. Let's say 15% is held in escrow. My 1099-B would say I received $85,000. My W-2 shows $100,000 because it includes the 15% in escrow. If I do an installment sale turbo tax treats the disqualifying disposition as short term capital gains instead of income. In MA that means 12% state tax instead of 5.1%. Ouch.
aevn
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Thanks for this thread TomYoung, very helpful. I have a few questions about a similar situation.

For the sale of ISO stock in 2018 (private company acquired by a public company, ISO stock sold and paid out in cash), I received a 1099 B form that shows part of the proceeds. The rest of the proceeds are being held in escrow and will be paid out in 2019 and 2020.

I entered my 1099 B and the supporting Form 3921. TurboTax is showing full cost basis for the full amount that I will eventually receive (across 2018, 2019, and 2020), even though I only received part of the payout in 2018. I believe this means that I'm paying taxes only on the 2018 portion, but since I'm reporting my full cost basis now, I'd have a cost basis of 0 when I report the payments I receive in 2019 and 2020. Is this the correct way to report it?

I also entered this as an installment sale, in addition to entering my 1099 B. This now shows two extra line items on the bottom of my income summary. (1) Sale of business property, and (2) Installment sales. The total for each of these shows as 0. Is this correct?

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

" Is this the correct way to report it? "

No.  Use the installment sales method for the ENTIRE transaction.  Your proceeds will include the 2019 and 2020 amounts and you'll you'll declare only a portion of your basis against only a portion of the proceeds.

"The total for each of these shows as 0. Is this correct?"

Well, now you're going to eliminate the 1099-B entry and enter the entire sale using the installment method.

Assuming this was a disqualifying disposition and the per share selling price was used as the "fair market value" of the stock for purposes of the calculation of compensation, then I'd expect that you'd have no gain here.  All the "income" has been recognized as compensation.

Question: Does the compensation reported on the W-2 jibe with ALL the stock being sold?
aevn
New Member

How do I enter a sale of ISO stock of a private company (not traded on any exchange) where the buyer withheld escrow amounts?

Thanks for your help TomYoung! Really appreciate it. Here are a few more details about the situation:

1. I am no longer at the company, I exercised the ISOs shortly after leaving the company in 2017. There is no compensation reported on my W2 for this, I only got a  form 3921 for the exercise in 2017, and a form 1099B for the sale in 2018.

As a side note on form 3921, when I exercised my strike price was the same as the fair market value, so I had no AMT considerations.

2. The 1099B does not show the full amount of the sale. For simplicity's sake, let's say the sale amount was 100k. I received 95k in 2018 and the other 5k of the funds are being held in escrow. I will get half of those funds in 2019, and the final amount in 2020. The 1099B shows the 95k portion.

3. When I fill in the interview for the 1099B entry and put in the info for supporting Form 3921, it shows the full number of shares sold, not removing anything for the part still held in escrow. So to answer your question, just swapping the forms W2 and 1099B, no the compensation reported is not based on ALL shares sold.

Can you please help me understand (or point me to existing articles if I missed them) if I need to:

- Enter this as an installment sale and skip the 1099B? When I started to enter the installment sale information, it wanted some information from my 2017 taxes that does not exist, because the first 'installment" (sale and payment) happened in 2018.

OR

- Enter the 1099B and not worry about the cost basis (full) not matching the compensation reported (partial)? Not sure how that would play out for future 1099Bs if I get them for the remaining 5k amount.
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