ISO vs NSO: what's the difference?
Both are US stock options, but they're taxed very differently. Which you hold changes what you owe when you exercise and sell — and how to plan around it. New to options? Start with how employee stock options work.
The short version
ISOs can qualify for favourable long-term capital-gains tax if you meet holding periods, but may trigger AMT when you exercise. NSOs are simpler — the spread is taxed as ordinary income at exercise, no AMT quirk, but no special rate on that spread either.
Side by side
| ISO | NSO | |
|---|---|---|
| Who can get them | Employees only | Anyone (employees, contractors, advisers) |
| Tax at exercise | No regular income tax, but spread counts for AMT | Spread taxed as ordinary income |
| Tax at sale | All capital gains if holding periods met | Capital gains only on growth after exercise |
| Best-case rate | Long-term capital gains on the whole gain | Ordinary income on the spread, then capital gains |
| Main catch | AMT surprise at exercise | Higher tax on the exercise spread |
Simplified; your situation and current thresholds decide the actual outcome.
What it means when you sell
With ISOs, timing a sale to hit the qualifying holding periods can meaningfully cut your tax — sometimes worth waiting for. With NSOs, you've already paid income tax on the spread at exercise, so a later sale only taxes the additional growth. Either way, model the exercise cost first with the AMT calculator.
Frequently asked questions
Are ISOs better than NSOs?
Do NSOs trigger AMT?
Can I choose whether I get ISOs or NSOs?
Get the numbers before you decide
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Read next
Cost to exercise + AMT · Exercise now or wait? · The real cost of exercising · 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.