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Does Your W-2 Include Stock Comp Income and Withholding?
myStockOptions.com Link to more items from this source
Feb. 12, 2014
"With incentive stock options, the spread value appears on the W-2 only when you make ... a disqualifying disposition, i.e. when you sell or gift the stock before you have met the required holding periods of one year from exercise and two years from grant. In that case the income appears on the W-2 as compensation income.... [Y]our company does not withhold federal taxes on ISO exercises and no money is owed for Social Security and Medicare ... The W-2 reporting for ESPP income depends on whether your company's ESPP is tax-qualified or not and, if it is tax-qualified, how long you hold the shares."

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