Case Study
Subject
Restricted Stock Units (RSUs), Non-Qualified Stock Options (NQSOs) and Incentive Stock Options (ISOs) held by a rising executive at a publicly traded healthcare technology company.
Objectives
- Develop a single, coordinated tax-efficient strategy spanning three distinct equity compensation vehicles (RSUs, NQSOs, ISOs) rather than managing each in isolation.
- Reduce concentrated stock exposure as the client's equity compensation continues to vest.
- Identify the maximum ISO exercise achievable without triggering incremental Alternative Minimum Tax (AMT).
- Raise liquidity to fund diversification and other long-term financial goals.
- Formulate an income tax mitigation strategy.
Process
- LTax Team: Modeled the interaction of RSU vesting, NQSO exercise and ISO exercise within the same tax year, projecting regular tax, tentative minimum tax (TMT)/AMT and after-tax liquidity under multiple sequencing and timing scenarios.
- Wealth Planning Team: Compiled all personal and financial information into a comprehensive base-line financial plan used as the foundation for all sequencing decisions.
- Estate and Trust Team: Evaluated trust structures to help reduce future estate tax exposure and establish dedicated funds for the client’s children.
Strategy
- Developed a multiyear plan addressing both current-year (2026) RSU vesting and option exercises and anticipated future-year (2027 and beyond) vesting events, option expirations and exercise decisions, rather than a single one-time transaction.
- Modeled the client’s 2026 RSU vesting schedule alongside a planned NQSO exercise, both of which generate ordinary W-2 income and flow into regular taxable income.
- Used the resulting elevated regular taxable income from RSU vesting and NQSO exercise ordinary income to calculate the ISO “AMT crossover point,” which is the amount of ISO bargain element that could be recognized as an AMT preference item before tentative minimum tax would exceed regular tax.
- Recommended immediate exercise of ISOs up to that point, capturing the exercises at effectively no incremental AMT cost.
- Recommended immediate exercise and sale of NQSOs representing a targeted portion of total options value to reduce single-stock price risk.
- For the remaining NQSO shares, structured a cashless (sell-to-cover) exercise and modeled the after-tax outcome of holding the retained shares for long-term capital gains treatment across a range of future stock price scenarios. The analysis quantified both the additional after-tax value captured if the stock appreciated and the downside exposure if the stock declined, giving the client a clear, dollar-denominated view of the risk being taken on before committing to hold rather than sell.
- Reviewed the resulting ISO cost basis and holding-period requirements for a qualifying disposition and flagged the AMT credit generated on any ISO shares retained past the crossover point for future recapture.
- Resulting liquidity from the RSU, NQSO and ISO transactions was used to initiate funding of a diversified portfolio in accordance with the financial plan.
- Recommended a Donor Advised Fund (DAF) to address philanthropic interests and further reduce income tax liability.
- Completed initial planning and analysis for a Qualified Opportunity Fund (QOF) investment and are currently evaluating funding it in early 2027 to further mitigate income tax liability.
- Ongoing consultations: Regularly consult with the client, refreshing the AMT crossover calculation and providing scenario analysis ahead of each subsequent exercise decision. Reconvene after every bulk transaction to update figures and projections.
Results
Client has structure and process around decision-making for exercised options and remaining ISOs. Funding of retirement and financial plan has been initiated. Portfolio risk has been significantly reduced.
Estimated tax savings: $437,179.00
Client has a multiyear structure and repeatable process around decision-making for RSU vesting, option exercises and remaining ISOs, covering both the current tax year and future vesting and exercise decisions. Funding of the client’s long-term financial plan has been initiated, and dedicated trust funds have been established for the client’s children. Portfolio concentration risk has been significantly reduced, and the full ISO AMT crossover was captured at no incremental federal AMT cost. QOF funding is in the planning stage, targeted for early 2027.
Potential tax savings: $612,480.00
LTax is a boutique tax firm emphasizing personalization, communication, and
initiative-taking responsiveness.
We take a consulting approach to tax preparation and planning, ensuring regular client communication and a personalized understanding of our clients’ needs. We tirelessly research tax mitigation strategies and develop actionable recommendations for the benefit of our clients.
Adam Raschke, JD
Director, Tax Practice Lead
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