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ISO, Company Buyout, and Escrow holdback payment received - Cost basis???

I hope I can explain this adequately as I don't even know what to search for.  I'll be amazed, but so grateful if anyone here can help.  In 2018 we received and exercised vested Incentive Stock Options upon leaving a privately held company.  Unexpectedly, a month later the company was bought out by a public corporation and our private company stock was immediately sold as part of the buyout deal and we received a cash payment.

 

In 2018 I understood how to report this correctly (bargain element, etc.), however, the sales price per share was adjusted down by 9.75% to account for the portion of the total proceeds reserved in escrow for the lawyers/firm handling the buyout for 18-24 months.  This year we received about 75% of that held back escrow amount.  It was reported on a 1099-B with very little information other than total proceeds and no new Form 3921.  Of course TT wants cost basis information.  I have been pouring over my records and notes from the original exercise and they are (thankfully) extensive.

 

To simplify with numbers, the total proceeds would have been $22k without the escrow, so we received $20k in 2018.  The full cost basis around $1450 was reported and gains taxed between W-2 compensation reported and then the remainder from the 1099-B.  So in 2020 we receive $1500 ($500 still pending) and get the sparse 1099-B.  Do I enter $0 for cost basis?  Or a percentage of the $1450?  I'm thinking since the full cost basis was already accounted for in 2018 and it was only the 90.25% of the total proceeds received that were reported, this portion of the 9.75% held in escrow has no additional cost basis.  However, I could be totally wrong, of course.

 

Anyone have any ideas or experience with this??  I have further data if needed.  Thank you so much!!

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1 Reply

ISO, Company Buyout, and Escrow holdback payment received - Cost basis???

@TomYoung So sorry to bother you, but you've been a genius helping me with this sort of issue in the past (I think when I first reported the ISO transaction 2 yrs ago).  I'm sure I didn't mention the escrow issue because I didn't think it was relevant in 2018, so I never entered it as an installment sale.  The original transaction of 1600 shares exercised had the market price adjusted down to account for the amount held back in escrow.  I'm not sure a 3921 for 2020 would even help, if one even exists somewhere.  Oh, and there's a W-2 with a portion of the proceeds accounted for which I entered already, so now I realize I could be double-taxed and can't find the place or form to account for the W-2 portion either!

 

Ugh, so sorry, but let me know if you have any ideas.  Thank you!

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