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TaxDummo
Returning Member

Tax Basis of Cash Portion of "cash plus stock" acquisition

I had performance share units that vested immediately upon closing of a merger / acquisition in December. 2019  The consideration was cash, plus shares in the acquirer.  I did not sell the acquirer's shares received until January 2020.  My questions are:

 

1) Federal Taxable Income - it appears that my W-2 includes the consideration as part of taxable income (Box 1) and that the value of the shares "sold to cover" was included in the Federal Income Tax Withheld section (Box 2) of the W-2.  My understanding is that no further adjustment is needed, but I wanted to confirm that I wasn't missing something relative to the "cover-to-sell" portion of the award.

 

2) I received a 1099-B from Etrade, which shows the value of the cash consideration as Non-covered with a Cost Basis of $0.   Etrade also provided a "Stock Plan Transactions Supplement", which shows the basis as the net value of the shares after the sell-to-cover was made.  I think that the tax basis of the cash is simply the value of the cash, rather than $0, or the total (net after withholding) value of the cash + stock consideration.  Amy I thinking about that right?  If so, I've seen mention of entering the cost basis per the 1099-B, then adding additional information via TurboTax Premium - is that the right approach?

 

3) My understanding is that the sale in January of the acquirer's stock received is a 2021 event as far as the gain / loss goes, but let me know if that is incorrect.

 

Thank you for the help.  I know that there are similar questions on this topic, but each one seems to have its own unique issues and quirks.

 

If you need specifics, I'm happy to provide them.

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1 Reply
DawnC
Expert Alumni

Tax Basis of Cash Portion of "cash plus stock" acquisition

What companies are involved in the merger/acquisition?   There are some extra variables to account for with stock plus cash transactions.  

 

You are correct regarding the compensation and tax withholding for the reported on your W-2.   And yes, the $0 basis will need to be adjusted for the compensation element reported on your W-2 when you enter the 1099-B.   The 1099-B does not report the correct basis as it is should be any amount you paid to receive the stock, which is probably $0, plus the compensation income created either by the acquisition or sale of the stock.  You will need to indicate in TurboTax that the reported basis is incorrect and needs adjusting.  TurboTax Premier will guide you through the entry and basis adjustments once you have all of the needed information.   

 

The sale in January is a 2020 transaction that you will receive documentation on next year when you complete your 2020 tax return.   After reporting this year's transaction, you should have the needed information to report the 2020 transaction next year.   

 

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