Exercising Stock Options: A Guide by Capboard

Learn when and how to exercise stock options to maximize value, minimize taxes, and make informed equity decisions with Capboard’s expert guidance.


Exercising stock options is a powerful tool for employees, founders, and investors alike. With the right timing and knowledge, it can maximize tax benefits and minimize risks. Let’s explore what it means to exercise stock options, when and how to do it, and the tax implications involved.

What Does It Mean to Exercise Stock Options?

Exercising stock options is the process of purchasing shares of a company’s stock at a set price, known as the strike or exercise price. When you exercise your stock options, you become an equity owner in the company. While stock options provide the right to buy shares, they don’t give ownership until exercised. The goal is often to exercise options at a lower price, then hold or sell shares when their value has risen, reaping a financial gain.


How to Exercise Stock Options

There are several methods to exercise stock options, depending on the company's structure and available options:

  • Exercise and Hold (Cash Purchase): Using your own money, you buy the shares and keep them, typically done when you expect the stock value to rise over time. This strategy is more risky since your funds are tied up until you sell.

  • Cashless Exercise and Sell to Cover: Often available when the company is public or offers a buy-back option. This lets you sell enough shares to cover the exercise price and taxes, while keeping the remaining shares.

  • Cashless Exercise and Sell: Another option with public or tender-offering companies, this involves selling all the options right after exercising. The sale covers exercise costs, fees, and taxes, and any remaining funds go to you.


Image: Capboard's Admin view



When to Exercise Stock Options

Timing matters when exercising stock options, as it can have a big impact on taxes. Many companies have a vesting period, meaning you have to work for a certain amount of time or hit a milestone before you can exercise options. Consult a tax advisor to assess the timing and tax impact on your options.

Exercising After Vesting

The right to exercise your options typically starts after a vesting period. Once vested, you can exercise your options as long as you’re employed. This period varies but generally follows a 1- to 4-year schedule.

Exercising When Leaving the Company

If you leave your company, you often have a 90-day post-termination exercise period to purchase your shares. If unexercised, the options go back into the company’s pool. Some companies offer more extended periods, even as long as your employment duration.

Early Exercise

Some companies allow early exercise of stock options before vesting. This means you can exercise right after you receive the grant, though the options continue to vest as originally scheduled. Early exercising can offer benefits like lower capital gains tax and favorable tax treatment but requires filing an 83(b) election within 30 days.

Should I Exercise My Stock Options?

Exercising stock options involves weighing potential gains against risks and costs. Consider factors like:

  • Financial ability to exercise: Ensure you have the funds to purchase the options.
  • Value of your options: Are they “in the money” (worth more than the exercise price) or “underwater” (worth less)?
  • Company outlook: Consider your company’s growth trajectory and market conditions.
  • Liquidity potential: If your company is private, options may remain illiquid for an extended period.
  • Tax impact: Certain types of options have different tax implications.

Consulting a tax advisor can help assess these factors and determine if exercising is a sound decision.