What Spredfast Employees Need to Know About Employee Stock Options

As you have heard, Spredfast has announced a merger with Lithium Technologies. (1) When companies undergo a change this significant, there are often ripple effects that impact those who work for the company. In this case, you may have a large sum of Spredfast options coming due this year.  Do you know what to do? What do you need to know about your employee stock options?


ESOs offer the holder the right to buy a certain amount of company shares at a predetermined price for a specified period of time. Employees are given a share in the potential growth of their company’s value without actually risking their own money, until they decide to exercise those options and purchase shares of the company’s stock.


Let’s say you work for Company XYZ, and they have issued employee stock options to you at $50. In this scenario, you would have the right to purchase 1,000 shares of XYZ stock at $50 (the grant price) after three years (the vesting period) and within ten years (the expiration date) of the grant date.

Taking the example above, what happens if, after four years, the market price of XYZ is at $100? In this case, you can purchase 1,000 shares at $50, then sell them at the $100 market price, pocketing a $50,000 profit!

But what if, after four years, the market price of XYZ is at $25? At this point, you would not have to buy the shares at a loss. Instead, you can wait until the 10-year expiration date for the stock price to potentially surpass the grant price.


There are two types of ESOs that a company can grant: Non-qualified Stock Options (NSOs) and Incentive Stock Options (ISOs). NSOs are the most common type offered by employers.

Non-qualified stock options do not qualify for special tax treatment and result in additional taxable income to the recipient at the time that they are exercised, the taxable amount being the difference between the grant price and the market value on that date. In addition, when NSOs are exercised, income, Social Security, and Medicare taxes will be withheld.

In contrast, incentive stock options qualify for special tax treatment and are not subject to Social Security or Medicare withholding taxes.


As discussed above, it is clear that NSOs and ISOs are treated differently when it comes to taxation. However, for both types, the grant of the option itself is never considered a taxable event.

For NSOs, taxation begins at the time that the option is exercised. Once exercised, the purchase of discounted stock is considered compensation and is taxed at ordinary income tax rates. When those purchased shares are sold, either short-term or long-term capital gains taxes may be owed. With short-term capital gains, the employee would be subject to tax at their ordinary income tax rates. With long-term capital gains, the tax would be significantly reduced.

Gains on ISOs are not subject to payroll taxes. However, ISOs are a preference item for the alternative minimum tax (AMT) calculation. Also, if you exercise and sell the stock within a year, you will pay ordinary income tax on the difference between the market price at sale and the grant price, much like the treatment of NSOs.

When you exercise the ISO but hold the stock, tax treatment can get quite complicated. In this situation, the difference between the grant price and the market price then becomes an AMT preference item, so exercising ISOs might mean you’ll pay the AMT. If you hold the shares for one year from exercise date (and two years from the grant date of the option), the difference between grant price and market price when you sell the option is taxed as lower long-term gains rather than ordinary income.


It is important to think of your ESOs in the context of your overall financial plan. First and foremost, your financial plan should be based on clearly defined goals for yourself and your family. Once you have your goals set, how can ESOs best help you reach them? This is never an easy question to answer, but the more you understand about the ESOs at your company and their future growth potential and taxation, the better off you will be.

As you make your decision on whether or not to accept Spredfast’s offer of an ESO buyout, it’s critical to take all aspects of taxation, income, and your financial plan into consideration. At Archer Investment Management, we specialize in helping corporate executives make the most of their complex benefits. We’d love to help you with this important decision. Download our StockOpter® Stock Compensation Summary Analysis report, check out our case studies to see how we’ve helped clients like you, and schedule a phone call today!

About Richard

Richard Archer is a financial advisor and the President of Archer Investment Management with more than twenty years of industry experience. He specializes in providing comprehensive financial planning and investment guidance and personalized care to executives in technology firms. Along with holding a Wharton Bachelor of Science in Economics and a Texas MBA, he is a CERTIFIED FINANCIAL PLANNER™ certificant and a Chartered Financial Analyst®. He combines his advanced industry education and knowledge with his genuine care for people to provide clients with an exceptional experience. To learn more about Richard, connect with him on LinkedIn or visit