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ESPP Tax Calculator

Enter the boxes from your Form 3922 and your sale to see how much is ordinary income, how much is capital gain, when a sale would qualify, and the Form 8949 adjustment that stops the discount being taxed twice.

Federal rules for section 423 plans, tax year 2026. Everything runs in your browser; nothing you enter is sent anywhere. For education only, not tax advice.

Disqualifying$4,500 ordinary income

From your Form 3922

Box 1: start of the offering period

Box 2

Box 3, per share

Box 4, per share

Box 5, per share

Box 8; leave 0 if blank

Box 6, or the number you sold

The sale

Planned or actual

Per share

Total for these shares; usually the price you paid times the shares

Your rates

A disqualifying disposition

$4,500 ordinary income

The whole discount at purchase is taxed as ordinary income, whatever you sold for. The rest is a long-term capital gain of $1,000.

Ordinary income

$4,500

on your W-2 or Form 1040

Long-term capital

$1,000

on Form 8949

Estimated tax

$1,415

federal and state

This sale qualifies from Nov 2, 2026, 7 days later

At the same $140.00 a share, a qualifying sale would have $1,500 of ordinary income instead of $4,500, and an estimated tax of $1,205 instead of $1,415. The price can move while you wait, so weigh that against the $210 difference.

Fix the basis on Form 8949

Your 1099-B basis leaves out the $4,500 already taxed as ordinary income. Without a fix, that income is taxed twice.

(d) Proceeds
$14,000
(e) Basis as reported
$8,500
(f) Code
B
(g) Adjustment
−$4,500
(h) Gain or loss
$1,000

If the 1099-B shows the basis was not reported to the IRS (box B or E), enter the correct basis of $13,000 in column (e) and 0 in column (g) instead.

How this is worked out. A sale qualifies only if it is more than two years after the grant date and more than one year after the purchase. Then ordinary income is the smaller of your actual gain and the discount measured at the grant date (box 3 minus box 8). Any other sale is disqualifying: the whole discount at purchase (box 4 minus box 5) is ordinary income. Either way, that income is added to your basis.

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Disqualifying: $4,500 ordinary

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Section 423 plans only. ESPP income carries no Social Security or Medicare tax and no withholding. Your employer may already include the ordinary income in box 1 of your W-2; do not add it again. The tax estimate applies flat rates and ignores the 3.8% NIIT and loss limits.

Two clocks, both must run out

A sale qualifies only more than two years after the grant date and more than one year after purchase. Sell a day early and the whole purchase discount becomes ordinary income.

The discount at grant caps the income

On a qualifying sale, ordinary income is the smaller of your gain and box 3 minus box 8, the discount measured at the grant date. With a 15% lookback that is 15% of the grant-date price, however much the stock has risen since.

Your 1099-B basis is wrong by design

Brokers report the price you paid as your basis. The ordinary income already on your W-2 must be added through Form 8949, code B, or you pay tax on it twice.

No withholding, no FICA

ESPP income is not subject to Social Security or Medicare tax, and nothing is withheld. Plan for the tax on a large sale before you file.

Frequently asked questions

What is a qualifying ESPP disposition?

A sale more than two years after the grant date (the start of the offering period, Form 3922 box 1) and more than one year after the purchase date (box 2). Both must be met. A qualifying sale taxes as ordinary income only the smaller of your actual gain and the discount measured at the grant date; the rest is long-term capital gain.

How is a disqualifying disposition taxed?

The whole discount at purchase, the price on the purchase date (box 4) minus what you paid (box 5), is ordinary income, even if you later sold for less. That amount is added to your basis, so a sale below the purchase-date price produces a capital loss. The capital part is short-term if you held the shares a year or less after purchase.

Why does my Form 1099-B basis look too low?

For shares from options granted after 2013, brokers report your purchase price as the basis and leave out the ordinary income already taxed on your W-2. On Form 8949, keep the reported basis in column (e), enter code B in column (f), and put the difference as a negative number in column (g). If the basis was not reported to the IRS, enter the correct basis in column (e) instead. Skip this and the discount is taxed twice.

What is box 8 on Form 3922?

The price per share you would have paid if the shares had been bought on the grant date, used by lookback plans. On a qualifying sale, the ordinary income is capped at box 3 minus box 8: the discount measured at the grant date. If box 8 is blank, the price was fixed at grant and box 5 is used.

Do I pay Social Security or Medicare tax on ESPP income?

No. Income from a section 423 employee stock purchase plan is not subject to FICA, and employers do not withhold income tax on it. Because nothing is withheld, a large disqualifying sale can leave you owing tax when you file.

Is it always better to wait for a qualifying sale?

Not always. A qualifying sale usually means less ordinary income, but the shares can fall while you wait, and if the price drops below the grant-date price a qualifying sale can produce less ordinary income only because there is less gain. Many people sell immediately to lock in the discount. The calculator shows the tax difference at the price you enter; the price risk is yours to judge.

Disclaimer: This calculator is for educational purposes only and does not constitute tax or investment advice. It covers qualified section 423 plans and estimates tax at flat rates you choose. Confirm your figures with your plan documents, your broker's statements and a tax professional.

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