Understanding Qualifying Dispositions

General Business News

March, 2026

Understanding Qualifying Dispositions

With 57 percent of public companies offering their workers employee stock purchase plans (ESPPs), according to the National Association of Stock Plan Professionals (NASPP), understanding how qualifying dispositions work is an essential skill.

The concept refers to someone selling or otherwise “disposing” of equities, who sees advantageous tax benefits. This is especially pronounced when a stockholder’s normal tax income rate differs markedly from prevailing tax rates for long-term investments.

Eligible individuals are those employed by a company that offers such a benefit. There are two different options available for worker participation.

The first option is where employees participate in the ESPP. The second option is through an incentive stock option plan (ISOs). It’s noteworthy to distinguish that the ESPP is for most employees employed after a particular time at a company. However, ISOs are reserved primarily for senior management and executives, such chief financial officers (CFOs), chief executive officers (CEOs), etc.

What determines if it's a qualifying disposition is how long the employee keeps the equities prior to the sale.

ESPP Example

If 100 shares are acquired via ESPP, bought via a 10 percent discount to the prevailing offer of $40, the purchase of 100 shares of stock at $36 equals $3,600. If the stock appreciates to $60 in the future, the difference (and capital gain) would be $2,400 in profits ($6,000 - $3,600).

Qualifying Disposition Example

This scenario breaks down how the discount and ultimately how capital gains are treated.

The discount of $4 per share, taxed at the employee's present wage rate. Depending on the tax rate the employee is taxed at, the liability would be ($4 a share, multiplied by 100, times the tax rate of 30 percent or $120).

Using the ESPP example’s figures, the long-term gain of $24 per share (times 100 shares) is taxed based on the lesser rate of say 15 percent. ($3.60/share times 100 = $360).

Therefore, the entire taxes owed ends up being $120 + $360 = $480.

Non-Qualifying Disposition Example

However, for stock liquidations not meeting qualifying disposition criteria, the $2,400 would see a 35 percent capital gains tax ($2,400 multiplied by 35 percent = $840).

Based on the qualifying versus non-qualifying distribution scenarios, the difference of $360 in capital gains savings represents a stark contrast in tax obligations. Therefore, it's important to determine how to meet a qualifying disposition.

It requires the following criteria to be met. The stock sale date must occur at a minimum of 12 months from the stock purchase date. It also must be held for at least 24 months from the ESPP offer date or the ISO stock warrant date.

While transactions may differ in the quantity of shares sold and for how much, the timing for workers selling the shares is far less variable. It is important for employers to ensure workers are familiar with the tax implications.

Sources

https://www.naspp.com/blog/five-trends-in-espps

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