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Loophole

NUA on Employer Stock (§402(e)(4))

Pay ordinary tax on basis only, LTCG on all appreciation.

Overview

When you retire or separate from an employer whose 401(k) holds appreciated company stock, distribute the stock in-kind (not a rollover). You pay ordinary income tax only on the cost basis; all Net Unrealized Appreciation is taxed at long-term capital gains rates when sold — regardless of holding period. Massive savings on decades of stock appreciation.

Best fit
Retiring corporate execsLong-tenured employees with company stockConcentrated 401(k) positions
Estimated impact
Convert 37% ordinary → 20% LTCG on all appreciation

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