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Loophole

Net Unrealized Appreciation (NUA) on Employer Stock in 401(k)

Distribute employer stock in-kind at separation — pay ordinary tax on basis only, capital gains on the appreciation.

Overview

IRC §402(e)(4) lets you take a lump-sum distribution of employer stock from your 401(k)/ESOP into a taxable brokerage (not an IRA). You pay ordinary income tax only on the COST BASIS of the shares; all NUA (appreciation) is taxed at long-term capital gains when sold — even if sold the next day. Requires a qualifying triggering event (separation, 59½, death, disability) AND a lump-sum distribution of the entire plan balance in one tax year. On $500K of stock with $50K basis, saves ~$70K vs rolling to IRA and later withdrawing as ordinary income.

Best fit
Employees retiring with appreciated company stockLong-tenured public-company workersESOP participants at exit
Estimated impact
$50K–$500K+ in rate arbitrage (37% → 20%)

Click Generate advisory deep dive for mechanics, IRC citations, a step-by-step execution plan, a worked numeric example on your profile, costs, risks, and this-week actions.

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