2026 tax year · equity compensation

Phantom Stock and Stock Appreciation Rights tax

Phantom stock and stock appreciation rights pay cash tied to share value, but you never own a share. That means no capital-gains rate ever, the whole payout is ordinary income at settlement, plus payroll tax, exactly like a bonus.

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Cash settled at vesting or a liquidity event.

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One taxable event, and it is never capital gain Phantom stock and stock appreciation rights are contract promises to pay cash tied to share value, you never own a share, so there is no basis, no holding period, and no capital-gains rate. The entire payout is ordinary income at settlement, exactly like a cash bonus, with payroll tax on top.

Why the whole payout is ordinary income

Ordinary income when paid or settled, no LTCG treatment. Common in S corps (which cannot have two stock classes) and LLCs. Tax treatment mirrors a cash bonus. Because it settles in cash, an employee pays FICA and a contractor pays self-employment tax, reported on W-2 for an employee, 1099-NEC for a contractor.

On a $25,000 payout for an employee already earning $150,000: the payout adds $6,000 in federal income tax and $1,913 in FICA, leaving $17,088 after its own tax. A real RSU of the same value would be taxed the same way at vesting, the difference is only that a share, once held, can later earn capital-gains treatment. Phantom stock never can.

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