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Deciding what to doI can't afford to exercise — what are my options?
Exercising can cost more than people expect — the strike price plus tax. If you don't have the cash, you still have choices, each with real trade-offs.
First, know the true cost
The cost is the strike price times your shares, plus any AMT (ISOs) or income tax (NSOs) on the spread. The tax can dwarf the strike. Calculate the full cost before assuming you can't manage it.
Your realistic choices
- Partial exercise. Exercise only what you can afford, and start tax clocks on that portion. You don't have to do all of it.
- Sell-to-cover via a liquidity window. If a tender or secondary is open, a cashless exercise or sell-to-cover funds the cost from the shares themselves.
- Exercise financing. Non-recourse funding pays your cost in exchange for a share of the upside; you owe nothing if the company fails. It's expensive — understand the terms. See financing to exercise.
- Wait (if you can). If you're not leaving, you may be able to delay until a liquidity event makes a cashless route possible.
- Walk away. Sometimes forfeiting is the rational choice if the cost and risk outweigh the likely value.
How to choose
- Confirm your window — a leaving deadline may force the timing.
- Check for any open liquidity that enables sell-to-cover.
- Compare financing costs against simply selling a slice, if you can.
- Only risk cash — your own or financed — that you can afford to lose.
Frequently asked questions
What is non-recourse financing to exercise options?
Can I exercise just some of my options?
Is it ever right to let options expire?
Get the numbers before you decide
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Read next
Non-recourse financing to exercise · Cost to exercise + AMT · Exercise now or wait? · Equity A–Z glossary
Sources & further reading
Primary references: IRS, the US SEC / Investor.gov and gov.uk / HMRC, plus established secondary-market practice. Definitions and mechanics are cross-checked against these and our glossary methodology. General information, not advice — confirm specifics for your situation.
Educational information only — not financial, tax or legal advice, and not an offer to buy or sell any security. Your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.