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CPA for Tech

Employees.

Taxstra helps high-income tech employees avoid surprise tax bills from RSUs, stock options, IPO income, and multistate compensation.

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What a CPA for tech employees actually does.

By Bryan Martin, CPA, Managing Partner and Founder of Taxstra · Last reviewed July 2026

A CPA for tech employees is a tax strategist for anyone whose pay includes RSUs, ISOs, NSOs, or ESPP shares, especially pre-IPO employees, employees at recently public companies, and anyone working across state lines. Five problems come up again and again: the RSU withholding gap (what payroll withholds rarely matches what you owe), the ISO/AMT trap (a real cash tax bill on stock you cannot sell), a concentrated position in one company's stock, the liquidity timing of an IPO or tender offer, and state sourcing when equity vests across a move. This guide walks through each one, and where a specialist changes the outcome.

Whether you are searching for a tech CPA, an RSU CPA, a CPA for stock options, an equity compensation accountant, or a CPA for pre-IPO employees, the underlying need is the same, and that is what this guide is built to answer.

Who This Is For

Six situations, one specialist.

Different equity, different problems. Here is where most tech employees land, and where to go deeper.

RSU-heavy employee at a public company

Quarterly or monthly vests at a large, established employer. The core problem is the withholding gap: what payroll withholds rarely matches your real bracket.

RSU tax planning

ISO or NSO holder at a private company

Deciding when, and how much, to exercise before the company goes public or gets acquired. The core problem is AMT and cash flow on stock you may not be able to sell yet.

Equity comp strategy guide

Pre-IPO employee with double-trigger RSUs

Years of service-vested RSUs waiting on a liquidity event. When the IPO or acquisition closes, a large batch vests and is taxed all at once.

IPO and liquidity planning

Post-IPO or post-tender employee

A concentrated stock position and a one-time income spike from the vest wave, plus a lockup period that delays your ability to sell and cover the tax.

IPO and liquidity planning

ESPP participant

Buying company stock at a payroll discount. The tax question is whether a sale is a qualifying or disqualifying disposition, and it is easy to get wrong.

RSU, ISO, NSO & ESPP basics

Relocating or fully remote tech employee

Equity earned across two or more states during a single vesting period, often triggering filing obligations you did not expect in your old state.

Multi-state tax services
Why It Matters

Why tech employees need a specialist.

A general accountant files your return accurately. An equity-comp specialist structures the year so you stop overpaying.

A modern office interior representing a high-income tech workplace

Most CPAs understand W-2 income, standard deductions, and basic retirement contributions. That is not enough when a meaningful share of your income arrives as equity: vested on one date, taxed at a withholding rate calibrated for a different income level, and sometimes sourced across more than one state. This content is educational, not individualized tax advice; your own facts, plan documents, and state of residence change the analysis.

Take the RSU withholding gap. Your employer withholds federal tax on vests at a flat supplemental rate, generally 22%, while a household with real equity income often sits in the 32% to 37% marginal brackets. A general CPA discovers the shortfall in April. A specialist projects it from the vesting schedule and closes it during the year with a withholding top-up or quarterly estimates. See RSU tax planning.

Or ISO timing. Exercising incentive stock options creates no regular tax, but the spread is generally an AMT adjustment, meaning a large exercise can create a real cash tax bill on stock you have not sold. A specialist bands exercises across years and tracks the resulting AMT credit so it eventually comes back. See AMT planning.

RSU withholding

General CPA

Trusts the default 22%/37% withholding, files at year-end

Specialist

Projects vest income, tops up withholding or estimates before the balance comes due

ISO exercises

General CPA

Exercises without modeling AMT

Specialist

Bands exercises by year and tracks the resulting AMT credit

IPO / liquidity events

General CPA

Reacts after the vest wave hits

Specialist

Plans the lockup period, tender offers, and estimated payments before the event

Multistate equity

General CPA

Files conservatively and misses sourcing nuance

Specialist

Allocates vest income by state, applies credits, and documents the move

Cadence

General CPA

Once a year at filing

Specialist

Plans against the vesting calendar, quarter by quarter

The Basics

RSUs, ISOs, NSOs & ESPPs, in brief.

A summary, not the full technical treatment. The mechanics, the trap, and the lever for each.

RSUs

Taxed whenOrdinary income at vesting, valued at that day’s share price

The trapFlat 22%/37% withholding rarely matches your real bracket

The leverWithholding top-up or estimates before the balance comes due

ISOs

Taxed whenNo regular tax at exercise; the spread is an AMT adjustment; potential long-term capital gain on a qualifying sale

The trapAMT is never withheld, so a large exercise can create real cash tax on paper gains

The leverExercise in annual bands and track the AMT credit

NSOs

Taxed whenOrdinary income on the spread at exercise

The trapOften pushes you into a higher bracket in the exercise year

The leverChoose the exercise year deliberately, against your other income

ESPP

Taxed whenThe purchase discount is taxed as compensation; the rest depends on how long you hold

The trapA disqualifying disposition converts what could be capital gain into ordinary income

The leverPlan the sale date around the qualifying holding period

For the full technical treatment, including QSBS and 83(b) elections, see our equity compensation strategy guide. This page is the persona-level guide to who we serve and how the pieces fit; the stock compensation service page is where the tactics get implemented.

The Signature Problem

The RSU withholding gap.

Employers withhold federal tax on RSU vests using the flat supplemental-wage method: 22% on supplemental wages up to $1 million for the year, and a mandatory 37% on the amount above that. Neither rate is calibrated to your actual marginal bracket, and state withholding on equity is often even less accurate.

Worked example

A senior engineer earns a $250,000 salary plus $150,000 of RSU vests in a year. The employer withholds federal tax on the vest at the 22% supplemental rate: $33,000. But at $400,000 of household income, those RSU dollars are actually taxed closer to a 35% marginal federal rate, about $52,500. That $19,500 gap shows up as a balance due in April, plus a possible underpayment penalty, plus whatever the state under-withheld on top.

The fix is not exotic: additional withholding on salary, a sell-to-cover adjustment where the plan allows it, or quarterly estimates sized to the vest calendar. It works because it happens before the vests, not after them.

See the gap on your own numbers before it shows up on your return.

Estimate Your RSU Tax Gap
Options

ISO exercises and AMT.

Exercising an incentive stock option creates no regular income tax, but the spread between fair market value and your strike price is generally an alternative minimum tax adjustment. Exercise a large block in one year and you can owe a real AMT bill on paper gains, cash tax on stock you have not sold and, at a private company, may not be able to sell for years.

We manage the exposure by exercising in annual bands sized to a specific AMT projection, weighing a disqualifying disposition if the stock later drops, and tracking the AMT credit generated so it comes back to you in a later, lower-AMT year. See AMT planning.

NSOs skip the AMT wrinkle but are ordinary income on the spread at exercise, which makes the exercise year, not the exercise itself, the real decision. See our stock options tax guide for the mechanics of both.

The Big Event

IPO and liquidity events.

Many pre-IPO RSU grants carry a double trigger: a time-based service condition and a liquidity event, usually an IPO or acquisition. Shares can sit fully service-vested but untaxed for years, then the second trigger fires and a large batch vests and is taxed all at once, often the single largest income event of your career to that point.

A lockup period, commonly around 180 days after the IPO, then bars you from selling even though the vest already created a tax bill, a genuine cash-flow trap. Before that, some private companies run structured tender offers letting employees sell a portion of vested shares to outside investors; the sale is taxed like any stock sale, against your basis. IPO-scale income routinely exceeds what payroll withholding covers, so estimated payments become necessary, and charitable bunching with appreciated shares, once sellable, is one of the few tools that can offset part of the spike.

For founders and very early employees of a qualifying startup, Qualified Small Business Stock (Section 1202) may also be in play; see our equity compensation strategy guide for the technical rules.

Cross-State

Multistate and relocation.

Move from California to a lower-tax state with unvested RSUs, and the grant does not move with you cleanly. Most states, California prominently, source equity compensation to where you worked during the vesting period, so a four-year grant earned half in California is typically half California-source income when it vests, even after you have become a resident elsewhere.

We allocate vest income across states correctly, coordinate the resulting credits, and document the move so the position survives a lookback. Relocating shortly before a major liquidity event is one of the most scrutinized fact patterns in equity comp; it can work, but only with real residency evidence and correct sourcing of the income earned before the move. See multi-state tax services.

Beyond The Basics

The tech employee strategy stack.

Equity income is usually the largest input into a broader household plan. These are the levers we layer around it.

Mega Backdoor Roth

If your 401(k) allows after-tax contributions and in-service distributions or in-plan conversions, this often fits RSU earners with strong cash flow.

Mega backdoor Roth

Backdoor Roth IRA

Above the Roth income limits, you can still contribute through the backdoor Roth, if pre-tax IRA balances are cleared first to avoid the pro-rata rule.

Backdoor Roth IRA

HSA, the triple-tax-advantaged account

On an HSA-qualified high-deductible plan, contributions are deductible going in, grow tax-free, and come out tax-free for medical costs. Small relative to equity income, but pure efficiency.

Charitable bunching in a high-vest year

Bunching multiple years of giving into a single high-income year, often by donating appreciated shares once they can be sold, offsets part of a vest or IPO spike.

Roth conversions in a low-income year

A sabbatical, layoff, or gap between roles is a rare low-bracket window. Converting pre-tax dollars to Roth then costs less than in a normal high-vest year.

Roth conversion calculator

Early-exercise and 83(b) awareness

If your options can be early-exercised, an 83(b) election filed within 30 days can start long-term capital-gains treatment years earlier. It rarely applies to standard RSUs.

Receiving stock options: tax guide
In Practice

How the strategies stack.

Illustrative composites, not actual clients. Dollar outcomes depend entirely on your facts.

Illustrative

Senior engineer, $250K salary + heavy RSU vests

Quarterly withholding top-ups sized to the vesting schedule, a safe-harbor estimate as a backstop, and appreciated-share charitable gifts timed to the highest-vest quarter, so April is a non-event instead of a surprise.

Illustrative

Staff engineer at a private company exercising ISOs

An annual exercise band sized to stay under an AMT threshold we project each year, disqualifying-disposition awareness if the stock later drops, and AMT credit tracking so prior-year AMT eventually comes back.

Illustrative

Engineer relocating mid-vest from California to Texas

Vest income allocated between the two states based on where the work was performed during the vesting period, documentation of the move date and residency, and coordination of any resulting state credits.

By Employer

What to expect, company by company.

General, publicly known patterns, not plan-specific advice. Your own grant documents always control.

Amazon

RSU vesting has historically been backloaded (a small first-year percentage, larger amounts later), often paired with a cash signing bonus in the early years to smooth out total comp before equity ramps up.

Microsoft

New-hire grants plus annual refresh grants generally vest over several years, so most employees are managing more than one overlapping vesting schedule at once.

Google (Alphabet)

Equity is issued as GSUs (Google Stock Units) that vest on a regular cadence, with refresh grants layered on top as tenure increases.

Meta

RSUs typically vest on a regular cadence after an initial cliff, and a strong run-up in share price can concentrate a large share of household net worth in a single stock quickly.

Nvidia

Rapid share-price appreciation has left many longer-tenured employees with significant unrealized gains and concentration risk, which is a diversification and tax-timing conversation, not just a filing one.

OpenAI

A private company; equity has been structured around profit-participation-style units rather than traditional public-market RSUs, with liquidity generally arriving through employer-run tender offers rather than open-market sales.

Anthropic

A private company; employee equity is generally RSU-like but illiquid until a tender offer, acquisition, or IPO, which makes exercise and tax-timing decisions especially dependent on company-specific liquidity events.

SpaceX

A private company; periodic employee tender offers have historically set the effective share price and liquidity window, which is the moment planning around any vested equity actually matters.

Taxstra is not affiliated with or endorsed by any company named on this page. Vesting schedules and plan structures vary by employer, level, and start date, and change over time; confirm the details against your own grant agreement and plan documents.

Avoid These

Common, expensive mistakes.

01

Trusting the default withholding. Payroll withholds RSU income at a flat rate built for an average W-2 employee, not for a household earning $400K or more. The gap shows up as a balance due, often with a penalty attached.

02

Exercising a large ISO block in December. A single big exercise concentrates the AMT hit into one year instead of spreading it across annual bands, and there is no year-end fix once the exercise is done.

03

Holding 100% of vested stock by inertia. Vesting already created the taxable income; holding afterward is a concentrated bet on one company’s stock, not a tax decision.

04

Missing estimated payments in an IPO or liquidity year. A single vest wave can push income well past what payroll withholding covers, and the penalty for underpaying during the year applies even if you pay in full by April.

05

Filing a state move without sourcing documentation. Relocating with unvested grants does not simply move the tax bill with you; without records of where you worked during vesting, the old state can still claim its share.

06

Never asking whether the 401(k) plan allows after-tax contributions. Many tech employer plans support the mega backdoor Roth, and most employees never ask HR whether theirs does.

Year-Round

The tech employee tax year, quarter by quarter.

Equity comp tax planning is a cadence keyed to your vest calendar, not a spring event.

01

Q1 (Jan to Mar)

File the prior year, confirm the first quarterly estimate against this year’s expected vest schedule, and true up any IPO- or liquidity-year underpayment from the year before.

02

Q2 (Apr to Jun)

Mid-year projection against year-to-date vests and any refresh grants, adjust withholding or estimates, and revisit ISO exercise bands.

03

Q3 (Jul to Sep)

Project the full year, plan any remaining ISO exercises and charitable bunching, and check whether a state move needs documentation before year-end.

04

Q4 (Oct to Dec)

The decisive quarter: fund the mega backdoor Roth if available, finalize ISO exercises, bunch charitable giving in a high-vest year, and true up estimates before the year closes.

How It Works

From filing to planning.

01

Initial Consultation

A free 30-minute call to walk through your equity comp, income, and states, and see if we are a good fit. No obligation.

02

Deep Dive

We review your grant documents, vesting schedule, and prior returns to find withholding gaps, missed elections, and planning windows.

03

Custom Tax Plan

A written plan keyed to your vesting calendar: withholding and estimate targets, ISO exercise bands, and the elections to file.

04

Year-Round Execution

We handle the filings, adjust the plan before each vest or liquidity event, and keep it current as your equity and life change.

Who You Work With

Meet your CPA.

Bryan Martin, CPA, MBA, founder of Taxstra

Bryan Martin, CPA, MBA

Founder & Managing Partner, Taxstra

Taxstra was founded by Bryan Martin, CPA, MBA, Founder and Managing Partner. Bryan is a Certified Public Accountant licensed in Illinois with over 15 years in accounting, and holds an MBA. His practice focuses on what matters most to high-income tech employees: RSU and stock option tax planning, IPO and liquidity-event preparation, multistate compensation, and whole-household strategy.

Taxstra is a modern CPA firm based in Springfield, Illinois, serving tech employees and high-income professionals nationwide, with 1,000+ clients across tech, physicians, real estate investors, and business owners. We have been featured on The White Coat Investor and are active in the BiggerPockets community.

Learn more on our about page, or book a free 30-minute initial consultation.

Reference

Tech tax terms, defined.

RSU (Restricted Stock Unit)
A grant of company shares that becomes yours, and taxable as ordinary income, once a vesting condition, usually time, is satisfied.
Double-trigger RSU
An RSU requiring two conditions before it vests and is taxed: a time-based service condition and a liquidity event, commonly an IPO or acquisition.
ISO (Incentive Stock Option)
An option carrying no regular tax at exercise, but the spread between fair market value and strike price is generally an AMT adjustment.
NSO (Non-Qualified Stock Option)
An option taxed as ordinary income on the spread at exercise, without the AMT wrinkle ISOs carry.
ESPP (Employee Stock Purchase Plan)
A plan letting employees buy company stock at a payroll discount; the discount is taxed as compensation.
AMT (Alternative Minimum Tax)
A parallel tax calculation that can be triggered by the ISO exercise spread and other preference items, computed under its own exemption and rate structure.
Supplemental wage withholding
The flat-rate method employers use on RSU vests and bonuses: 22% up to $1 million in supplemental wages for the year, and a mandatory 37% above that.
83(b) election
A filing that lets you pay tax on restricted stock at grant, when the value is low, instead of at vesting. The deadline is 30 days from grant or early exercise and is unforgiving.
QSBS (Qualified Small Business Stock)
Stock in certain qualifying C-corporations that, if held long enough, can exclude some or all of the gain from federal tax under Section 1202.
Disqualifying disposition
Selling ISO or ESPP shares before meeting the required holding periods, which converts what could have been capital gain into ordinary income.
Lockup period
A window after an IPO, commonly around 180 days, during which employees and insiders are barred from selling shares, even though vested stock is already taxed.
Tender offer
A structured opportunity, common at private companies, for employees to sell a portion of vested shares to outside investors before a public listing.
Questions

Frequently asked questions.

Do I need a CPA for tech employees, or is a general accountant enough?

A general accountant can file an accurate return, but most are built for W-2 wages and a standard deduction, not for a household earning across salary, RSU vests, option exercises, and sometimes multiple states in a single year. A CPA for tech employees knows the specific mechanics that move your tax bill: the RSU withholding gap, ISO and AMT exercise timing, IPO-year estimated payments, and equity sourcing across a move. Accuracy is the floor; the planning is the point.

My RSUs were withheld at vesting. Why did I still owe at tax time?

Employers withhold federal tax on RSU vests at a flat supplemental-wage rate, generally 22%, while a household with significant equity income often sits in the 32% to 37% marginal brackets. The gap between what was withheld and what you actually owe shows up as a balance due in April, often with an underpayment penalty on top. We size withholding top-ups or quarterly estimates to your actual vest calendar so the gap closes during the year, not after it.

Should I sell my RSUs as soon as they vest?

For tax purposes, vesting, not selling, is what creates the income, and your cost basis resets to the value on that date. Holding afterward is a concentrated position in one company’s stock, which is an investment decision, not a tax strategy: selling right away usually produces little additional gain or loss. We model the tax side and coordinate the diversification decision with your financial advisor.

What is the AMT trap with incentive stock options?

Exercising ISOs creates no regular income tax, but the spread between the fair market value and your strike price is generally an alternative minimum tax adjustment. Exercise a large block in one year and you can owe a substantial AMT bill on paper gains, cash tax on shares you have not sold. We model exercises in annual increments to manage the exposure and track the resulting AMT credit for recovery in later years.

How many ISOs can I exercise without triggering AMT?

There is no fixed number; it depends on your other income, filing status, and the AMT exemption and phase-out for the year, all of which change annually. We run the AMT projection against your specific numbers before you exercise, not after, so the exercise size is a planned decision rather than a year-end surprise.

What happens to my taxes in the year my company IPOs?

If your RSUs carry a double trigger, a large batch that has been quietly satisfying its service condition for years can vest all at once at the IPO, creating a single year of unusually large ordinary income. Payroll withholding, even at the higher mandatory rate for large supplemental wages, often still falls short of your actual liability. We project the IPO-year income in advance and plan estimated payments, charitable timing, and lockup-period cash flow around it.

What is a double-trigger RSU, and when is it taxed?

A double-trigger RSU requires two conditions before it vests: a time-based service requirement and a liquidity event, usually an IPO or acquisition. Until both conditions are met, nothing is taxed, even if the service condition has been satisfied for years. Once the second trigger fires, typically at IPO, the shares vest and the full value is taxed as ordinary income at once.

I moved states with unvested RSUs. Which state taxes them?

Often both, in pieces. Most states, California prominently, source equity compensation to where you worked during the vesting period, so a grant earned partly in California and partly in a new state is typically allocated between them, even after you have moved and become a resident elsewhere. We allocate vest income across states, coordinate the credits, and document the move so the position holds up.

How are ESPP shares taxed when I sell?

The purchase discount is taxed as compensation either way. What changes is how much of the remaining gain is ordinary income versus capital gain, which depends on whether the sale is a qualifying or disqualifying disposition under the plan’s holding-period rules. Selling too early can convert gain that would have been capital into ordinary income; we plan the sale date around the holding period.

What is an 83(b) election, and does it apply to me?

An 83(b) election lets you pay tax on restricted stock at grant, when the value is typically low, instead of at vesting, when it may be much higher, and it starts your capital-gains holding period early. It generally applies to early-exercised options or founder-style restricted stock, not to standard RSUs. The deadline is 30 days from grant or early exercise and is unforgiving; miss it and the election is usually lost for good.

Can I do a mega backdoor Roth at my company?

If your 401(k) plan allows after-tax contributions and either in-service distributions or in-plan Roth conversions, yes, and it is one of the highest-value moves available to a high-earning tech employee. Many large tech employer plans support it; many employees never ask. We confirm your specific plan’s mechanics and layer it into the broader strategy alongside your equity income.

What is QSBS, and could my startup shares qualify?

Qualified Small Business Stock is stock in certain qualifying C-corporations that, if held long enough, can exclude some or all of the gain from federal tax under Internal Revenue Code Section 1202. Qualification depends on the entity type, gross assets at issuance, the business’s activity, and your holding period, so it is worth checking early, ideally before you exercise, not after you sell. We flag it as part of the equity-comp review.

How should I handle a tender offer at a private company?

A tender offer lets you sell a portion of vested shares to outside investors before a public listing, and the sale is taxed like any other stock sale, generally capital gain or loss against your basis. The decisions worth planning ahead of time are how much to sell, whether to pair it with an option exercise, and how the resulting income interacts with your other equity vesting that year.

Do you manage my stock portfolio or tell me what to invest in?

No. Taxstra does tax strategy and the filings that execute it; we do not sell investments or manage assets, which keeps our advice free of product commissions. We coordinate directly with your financial advisor so the tax plan and the investment plan agree with each other.

When should I start planning, before or after my vest or IPO?

Before. The highest-value moves, withholding adjustments, ISO exercise timing, charitable bunching, and estimated payments, only work prospectively. If a tender offer or IPO has already been announced, call now; there is usually still meaningful room to plan before the event itself.

How much does a CPA for tech employees cost?

Fees depend on the complexity of your situation: how many states you have equity exposure in, whether you hold ISOs, NSOs, or both, and how much planning the year requires. Rather than quote a generic number, we scope the engagement on the discovery call so you know exactly what is included before deciding.

Do you work with tech employees in all 50 states?

Yes. We are based in Springfield, Illinois and work with tech employees nationwide, including remote workers and employees who relocate mid-vest. Onboarding, planning calls, and document exchange all happen remotely, and we coordinate multi-state filings regardless of where you live or where your equity was earned.

How does the free initial consultation work?

Book a free 30-minute call through our website. We review your income sources, equity grants, and vesting schedule, and you walk away with a clear picture of the withholding gaps, exercise timing, and planning opportunities we see. No obligation, no sales pressure.

Go Deeper

Tech employee tax resources.

RSU & Stock Compensation Tax Planning

The tactical service page: RSU withholding fixes, ISO/NSO/ESPP planning, and multi-state vesting, put into practice.

Equity Compensation Strategy Guide

The technical deep dive on ISOs, NSOs, RSUs, QSBS, 83(b) elections, and AMT modeling.

AMT Planning

How the alternative minimum tax works, what triggers it, and how to plan ISO exercises around it.

Mega Backdoor Roth

How after-tax 401(k) contributions and in-plan conversions can shelter significantly more income than a standard 401(k).

Backdoor Roth IRA

How high earners above the Roth income limits still contribute through the backdoor Roth, and the pro-rata rule to watch.

RSU Tax Calculator

Estimate the gap between what your employer withholds on a vest and what you will actually owe.

Mega Backdoor Roth Calculator

Model how much extra after-tax 401(k) headroom your plan may allow.

Roth Conversion Calculator

See how much room you have to convert into a Roth before crossing into the next bracket.

High-Income Tax Planning

The broader household strategy: brackets, deductions, and entity moves for high W-2 and 1099 earners.

How to Reduce Taxable Income

The full menu of tax strategies for high income W-2 earners and other income types, ranked by what actually moves the needle.

Multi-State Tax Services

Residency, sourcing, and credits for equity earned or vested across more than one state.

Receiving Stock Options: Tax Guide

A plain-language walkthrough of what happens, tax-wise, the moment you are granted options or RSUs.

Next Step

Ready to planyour next vest?

Book a free 30-minute initial consultation. Bring your grant summary and vest schedule; we will show you the withholding gap and the planning levers available. No pressure, no obligation.