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Deciding what to doShould I exercise my options now or wait?
Exercising early can start valuable tax clocks and lower your bill — but it costs cash and puts your money at risk in an illiquid company. Here's how to weigh it.
The core trade-off
Exercising converts options into shares by paying the strike price — and sometimes tax. Do it early, when the spread is small, and you minimise tax and start your capital-gains and QSBS clocks. But you're putting real cash into shares you can't easily sell, and you could lose it if the company stumbles.
Reasons to exercise now
- Low spread = low tax. The smaller the gap between value and strike, the less AMT (for ISOs) or income (for NSOs) you trigger.
- Start the clocks. Early exercise begins the holding periods for long-term and QSBS treatment, which can save a lot later.
- You're confident and can afford it. If you believe in the company and the cash at risk is manageable.
Reasons to wait
- Cash and risk. Exercising ties up money in an illiquid asset that could go to zero.
- Uncertainty. If the company's future is unclear, waiting preserves optionality — options only have value if things go well.
- No liquidity to cover tax. If exercising triggers a bill you can't pay without selling, and you can't sell, waiting may be safer.
A simple way to decide
- Model the cost. Strike price plus any AMT or income tax. Use the exercise & AMT calculator.
- Check your window. If you're leaving, your post-termination window may force the decision. See exercise windows.
- Weigh conviction vs cash at risk. Only exercise early with money you can afford to lose.
- Consider a partial exercise. You don't have to do all or nothing.
Frequently asked questions
Does exercising early really save tax?
What happens if I exercise and the company fails?
Should I exercise if I can't afford the tax?
Get the numbers before you decide
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Read next
The real cost of exercising · Can't afford to exercise? · Options in an acquisition · 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.