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Net Unrealized Appreciation (NUA) on 401(k) Company Stock: What the Code, the Regulation and the IRS Say in 2026

By Jorge··27 min read

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Quick Answer

As of October 18, 2026, the net unrealized appreciation (NUA) rule reads the same in every primary source we found: if a 401(k) pays out your employer's stock in shares as part of a lump-sum distribution, the NUA, meaning the stock's market value on the distribution date minus the plan's cost for it, is left out of your income until you sell, and the gain on it is then long-term capital gain; the rest of the value is ordinary income that year. The rule is 26 U.S.C. 402(e)(4); the arithmetic is 26 CFR 1.402(a)-1(b); IRS Pub. 575 (2025) explains it and the 2026 Form 1099-R instructions put the NUA in box 6, counted in box 1 but not in box 2a. A “lump-sum distribution” is the whole balance of the employer's plans of that type paid within one taxable year because of death, age 59½, separation from service or disability. Two things guides often get wrong: IRS Notice 98-24, cited for the NUA holding period, says it covers sales “before the later of January 1, 2001, or the date further guidance is issued”, and the 10% additional tax under 26 U.S.C. 72(t) is charged on the part “includible in gross income”, which leaves the NUA out. In a worked example (our arithmetic), 5,000 shares worth $500,000 with a plan cost of $100,000 produce $100,000 of ordinary income and $400,000 of NUA. We also read 799 plan annual reports (Form 11-K) filed March 5 to September 25, 2026: 56 companies say participants can take their stock in shares and none describes the NUA tax rule. This is analysis of public documents, not investment, legal or tax advice.

Key Takeaways

  • NUA is a number the plan's cost basis creates, not the price you paid. 26 CFR 1.402(a)-1(b)(2)(i) defines it as the market value of the securities at distribution minus “the cost or other basis of such securities to the trust”, and four methods (earmarked cost, average per allocation period, amount credited, average on hand) decide that cost.
  • A lump sum is the whole balance, in one taxable year, after one of four events. 26 U.S.C. 402(e)(4)(D)(i) lists death, age 59½, separation from service and disability; clause (ii) groups all pension plans together, all profit-sharing plans together and all stock bonus plans together, and a 401(k) is part of a profit-sharing or stock bonus plan under 401(k)(2).
  • If the payout is not a lump sum, only the NUA on your own contributions is excluded (402(e)(4)(A)). The regulation's own example: stock worth $180 a share with a plan cost of $100 ($60 yours, $40 the employer's) excludes $48 of the $80 NUA and gives you a basis of $132 a share.
  • The 10% additional tax follows the taxable part. Section 72(t)(1) applies it to “the portion of such amount which is includible in gross income”, so on 5,000 shares with a $100,000 cost and $400,000 of NUA it is $10,000 at most (our arithmetic), not $50,000, and the age 55 separation-from-service exception in 72(t)(2)(A)(v) can remove even that.
  • Rolling the stock into an IRA gives up NUA treatment: Pub. 590-B says IRA distributions are taxed as ordinary income and “you can't use the 10-year tax option or capital gain treatment” that applies to plan lump sums.
  • The 3.8% net investment income tax does not reach the NUA: 26 CFR 1.1411-8(b)(4)(ii) treats NUA realized on a sale as outside net investment income, but “any appreciation in value of the employer securities after the distribution” is inside it.
  • Of 799 Forms 11-K filed March 5 to September 25, 2026, 23 use the words “net unrealized appreciation” and all 23 mean the accounting change in plan investments; 0 describe the tax rule; 56 companies say employer stock can be paid out in shares, which is the step NUA needs.

CSV · 208 rows

Net unrealized appreciation in a 401(k): rules, 2026 rates, worked examples and 11-K census, October 2026

208 rows: rules with citations from the Code, 26 CFR 1.402(a)-1(b) and 1.1411-8, IRS Pub. 575, 590-B, Form 1099-R instructions, Form 4972, Tax Topic 412 and Notice 98-24; the 2026 capital gains breakpoints and ordinary rate tables; two worked examples (our arithmetic); and a census of 799 Form 11-K and 11-K/A filings with 56 plan statements on paying employer stock in shares, each with its accession number.

The rule in the Code, paragraph by paragraph

Section 402(e)(4) of the Internal Revenue Code holds the whole NUA rule. Read in order, it is short.

ProvisionWhat it saysWhat it means for a holder (our reading)
402(e)(4)(B)“In the case of any lump sum distribution which includes securities of the employer corporation, there shall be excluded from gross income the net unrealized appreciation attributable to that part of the distribution which consists of securities of the employer corporation.”The exclusion is automatic for a lump sum. Everything else in the distribution stays in gross income that year.
402(e)(4)(B), last sentenceA taxpayer “may elect, on the return of tax on which a lump sum distribution is required to be included, not to have this subparagraph apply”You can choose to pay tax on the NUA now. Pub. 575 adds that the full value is then ordinary income and no NUA capital gain treatment applies.
402(e)(4)(A)If the distribution is not a lump sum, the amount distributed “shall not include any net unrealized appreciation in securities of the employer corporation attributable to amounts contributed by the employee”Only the NUA on your own contributions is excluded. NUA on the employer's contributions is taxed with the distribution.
402(e)(4)(D)(i)A lump sum is the distribution or payment “within one taxable year” of the balance to the credit of the employee, payable on death, after age 59½, on separation from service, or after disabilityFour triggers. Separation from service qualifies at any age; the age 59½ trigger covers an in-service payout if the plan allows one.
402(e)(4)(D)(ii)(I)“all pension plans maintained by the employer shall be treated as a single plan, all profit-sharing plans maintained by the employer shall be treated as a single plan, and all stock bonus plans maintained by the employer shall be treated as a single plan”The test is run by plan type. A 401(k) is part of a profit-sharing or stock bonus plan (401(k)(2)), so every plan of that type must be emptied in the same year.
402(e)(4)(E)“securities” means “only shares of stock and bonds or debentures issued by a corporation with interest coupons or in registered form”, and includes those of a parent or subsidiaryShares of the employer, its parent or its subsidiary. A fund or a unit of a fund is not on the list, so the plan must be able to deliver actual shares.
402(j)NUA “shall be made without regard to” a plan trustee's exchange of the stock, or a sale reinvested in employer securities within 90 daysCertain trades inside the plan do not reset the cost.

Source: 26 U.S.C. 402 and 401(k)(2) as published by Cornell LII, read October 18, 2026. The amendment notes list the last change to paragraph (e)(4) as Pub. L. 104-188 (1996), which rewrote subparagraph (D); we found no later amendment to (e)(4) in those notes.

What the regulation adds: how the plan's cost is figured

The Code says “determined in accordance with regulations” and the regulation, 26 CFR 1.402(a)-1(b), does the work. The text on the eCFR as of October 15, 2026 says the excluded NUA “shall not be included in the basis of the securities in the hands of the distributee at the time of distribution”, so your basis is what remains. The key step is the definition: NUA is “the excess of the market value of such securities at the time of distribution over the cost or other basis of such securities to the trust”. Two or more distributions in a single year count as one.

The cost to the trust is not what you paid in the market, it is what the trust paid, found by the first of these four rules that fits:

RuleWhen it appliesCost usedWhere
A. EarmarkedThe security was earmarked for your account when bought or contributedIts actual cost to the trust, as shown in your account1.402(a)-1(b)(2)(ii)(A)
B. Average per allocation periodThe trust allocates all securities bought during a period (up to 12 months) among accountsAverage cost of all securities of the same type bought in that period1.402(a)-1(b)(2)(ii)(B)
C. Amount creditedA fund invested only in one type of employer security, none sold except to pay benefitsThe total amount credited to your account that was available to invest in it1.402(a)-1(b)(2)(ii)(C)
D. Average on handAll other casesAverage cost of all securities of that type the trust holds at distribution, or on an inventory date within 12 months before1.402(a)-1(b)(2)(ii)(D)

Source: 26 CFR 1.402(a)-1(b)(2)(ii), eCFR as of October 15, 2026.

The regulation shows method D with numbers. A trust holds 80 shares bought as 20 at $101, 40 at $102 and 20 at $95: 2,020 + 4,080 + 1,900 = $8,000, divided by 80 is a $100 average cost, which matches the regulation's “$100” (our arithmetic). That average, not your own purchase prices, is the basis in the NUA formula, which is why the plan's number can differ from what a participant expects. The 1099-R instructions tell payers to give the NUA from this computation in box 6.

The regulation's own example, scaled to 1,000 shares

When the payout is not a lump sum, the regulation splits the NUA by whose money bought the shares: the excluded part is the NUA times employee contributions over total cost. The regulation's example is per share; here it is for 1,000 shares (our arithmetic, per-share figures multiplied by 1,000).

StepPer share (regulation)1,000 shares (our arithmetic)
Market value at distribution$180$180,000
Trust cost: employee $60 + employer $40$100$100,000
NUA (180 minus 100)$80$80,000
NUA excluded: 80 x 60/100$48$48,000
Ordinary income at distribution (180 minus 48)$132$132,000
Basis after distribution: 60 + 40 + 32$132$132,000
Later sale at $200 a share: gain over basisn/a$68,000 = $48,000 NUA (long-term) + $20,000 after distribution

Source: 26 CFR 1.402(a)-1(b)(3)(v) and (vi), eCFR as of October 15, 2026; the sale row is our arithmetic.

In a lump sum the entire NUA of $80,000 would be excluded and the basis would be the $100,000 plan cost, which is the point of the lump-sum test.

Worked example for a lump sum: 5,000 shares

Assumptions, all hypothetical: the plan pays out 5,000 shares of employer stock in kind, in a lump-sum distribution; the trust cost is $20 a share; the market value on the distribution date is $100 a share. We use a single filer with $60,000 of other 2026 taxable income and the 2026 tables in Rev. Proc. 2025-32; later years' indexed amounts will differ, and state tax, deductions and credits are ignored.

ItemAmountHow it is figured (our arithmetic)
Market value at distribution$500,0005,000 x $100
Plan cost$100,0005,000 x $20
NUA$400,000$500,000 minus $100,000 (80% of the value)
Form 1099-R as the instructions describe itBox 1 $500,000; box 2a $100,000; box 6 $400,000NUA “in box 1 but not in box 2a”; payer sets the actual entries
Ordinary income in the year of distribution$100,000Only the basis stays in gross income
Federal tax on that $100,000$23,086Tax on $160,000 ($30,998) minus tax on $60,000 ($7,912), 2026 single table
Sale at $120 a share, more than 1 year later: proceeds$600,0005,000 x $120
Gain over basis$500,000$400,000 NUA, long-term whatever the holding period, plus $100,000 earned after distribution (long-term here)
Long-term gain tax on the NUA at 15%$60,000$60,000 + $400,000 = $460,000 is below the $545,500 single breakpoint for 2026
Long-term gain tax on the $100,000 after distribution$15,72515% on $85,500 plus 20% on $14,500 above $545,500
Net investment income tax, ceiling$3,8003.8% x $100,000, only if the section 1411 threshold is exceeded; none on the NUA
Sale at $90 a share instead: proceeds and gain$450,000 and $350,000Gain is below the $400,000 NUA, so all of it is NUA-type long-term gain; tax at 15% is $52,500

Source: arithmetic on 26 CFR 1.402(a)-1(b), IRS Pub. 575 (2025), the 2026 Form 1099-R instructions, 26 U.S.C. 1(h) and 1411, 26 CFR 1.1411-8 and Rev. Proc. 2025-32 sections 4.01 and 4.03. Illustration only.

The same $500,000 of stock moved by direct rollover to an IRA would show nothing in box 2a that year (the instructions say the payer does not have to complete box 6 for a direct rollover), but Pub. 590-B says distributions from a traditional IRA that you include in income “are taxed as ordinary income”, and the IRA has no NUA capital gain treatment. The table below puts the two statutory rate ladders side by side for each $100,000 (our arithmetic):

Per $100,000 taxedRateFederal taxSource of the rate
NUA gain (long-term)0%$026 U.S.C. 1(h)(1)(B); 2026 single 0% band ends at $49,450 of taxable income
NUA gain (long-term)15%$15,00026 U.S.C. 1(h)(1)(C); 2026 single 15% band ends at $545,500
NUA gain (long-term)20%$20,00026 U.S.C. 1(h)(1)(D)
Ordinary income12%$12,000Rev. Proc. 2025-32, 2026 tables
Ordinary income22%$22,000Rev. Proc. 2025-32, 2026 tables
Ordinary income24%$24,000Rev. Proc. 2025-32, 2026 tables
Ordinary income32%$32,000Rev. Proc. 2025-32, 2026 tables
Ordinary income37%$37,000Rev. Proc. 2025-32, 2026 tables; top rate on taxable income over $640,600 single

Source: 26 U.S.C. 1(h)(1); Rev. Proc. 2025-32 sections 4.01 and 4.03. The 2026 capital gains breakpoints for the other statuses are in the CSV: $98,900 and $613,700 for married filing jointly, $66,200 and $579,600 for head of household.

This is a rate comparison, not a verdict. NUA moves the tax on appreciation to a later year and a lower statutory rate, and it also brings the ordinary tax on the basis forward to the year of distribution, where a rollover would defer all of it. Which is better depends on your income in both years, your state, and the risk of holding one stock, which is for a CPA or adviser to model.

Four tests the payout has to pass

The rule hinges on a lump sum paid in one taxable year and a cost basis that the plan, not you, computes. Each of the four tests below can be checked before any shares move.

TestSourceWhat to ask the plan or check
The payout is a lump sum: whole balance, one taxable year26 U.S.C. 402(e)(4)(D)(i); Pub. 575Will every plan of the same type (profit-sharing, stock bonus, pension) be paid out in the same calendar year? Money paid in December and January falls in two taxable years (our reading).
One of four events: death, age 59½, separation from service, disability26 U.S.C. 402(e)(4)(D)(i)Which event applies? Separation from service works at any age; age 59½ works only if the plan allows the payout while you still work.
Securities of the employer, its parent or subsidiary, as shares26 U.S.C. 402(e)(4)(E); 26 CFR 1.402(a)-1(b)(1)(ii)Can the plan pay actual shares, or only cash for units of the stock fund? NiSource's filing, for example, says units “may be paid in cash or in whole shares”.
The NUA is computed on the trust's cost26 CFR 1.402(a)-1(b)(2)Which of methods A to D does the recordkeeper use, and what cost per share will it report in box 6?

Source: as cited; NiSource Inc. Form 11-K filed June 18, 2026, accession 0001111711-26-000077.

Pub. 575 adds that an in-plan Roth rollover that includes employer securities “is treated as a distribution for the purpose of NUA”, and the 1099-R instructions exclude “a qualified distribution from a designated Roth account” from box 6. A required minimum distribution is not an eligible rollover distribution under the same instructions; see our guide to required minimum distributions with illiquid assets for how that year-end rule works.

What the IRS forms and publications show

DocumentWhat it says about NUAQuote or detail
Pub. 575 (2025), Distributions of employer securitiesDefines NUA, lists qualifying securities, sets the lump-sum test and the election“The NUA is the net increase in the securities' value while they were in the trust.”
Pub. 575 (2025), sale of the stockGain is long-term up to the NUA; more than that depends on the holding period after distribution“Any gain that is more than the NUA is long-term or short-term gain, depending on how long you held the securities after the distribution.”
Pub. 575 (2025), withholdingNo withholding on the NUA part; 20% withholding applies to other amounts paid to you“An eligible rollover distribution isn't subject to withholding to the extent it consists of NUA”
Instructions for Forms 1099-R and 5498 (2026), box 6Payer reports NUA in box 6, in box 1, not in box 2a; not required for a direct rollover“Include the NUA in box 1 but not in box 2a”
Pub. 590-B (2025), IRAsNo special treatment of IRA distributions“you can't use the 10-year tax option or capital gain treatment that applies to lump-sum distributions”
Form 4972 (2025) and Tax Topic 412NUA is not taxed until the securities are sold, unless you elect to include it; Form 4972 itself is only for people born before January 2, 1936“the NUA is generally not subject to tax until you sell the securities”

Source: IRS Publication 575 (2025), Publication 590-B (2025), Instructions for Forms 1099-R and 5498 (2026), Form 4972 and instructions (2025), IRS Tax Topic 412, all read October 18, 2026.

The 10% additional tax and the age 55 rule

Section 72(t)(1) adds a tax of “10 percent of the portion of such amount which is includible in gross income”. Because section 402(e)(4)(B) keeps the NUA out of gross income, the 10% reaches the part that stays in: for the 5,000-share example, 10% of $100,000 is $10,000 (our arithmetic). The exceptions in 72(t)(2)(A) include distributions on or after age 59½ and distributions “to an employee after separation from service after attainment of age 55”. Pub. 575 gives the trap in an example: George separated from service at 49 and took a distribution in the year he turned 55, and he “didn't meet the requirements for the exception”, because the separation has to be in or after the year of age 55. Pub. 575 also says that if you are under 59½ when a payment reaches you, the 10% can apply to the taxable part you do not roll over.

Is the guidance current in 2026? Four checks

We checked each source for its own date and for text that has been overtaken.

Item guides citeWhat the primary source saysStatus on October 18, 2026
Notice 98-24 sets the NUA holding period at more than 18 monthsThe notice was published April 27, 1998 (IRB 1998-17, page 5). It “applies to sales or other dispositions of employer securities that occur before the later of January 1, 2001, or the date further guidance is issued.” It was written for the 20% and 28% rates of the Taxpayer Relief Act of 1997Historical. The 18-month period belonged to 1997 law; the notice ends on a condition we found no later guidance for. It asked for comments by October 24, 1998 and we found no follow-up notice in these sources
The regulation says NUA is a gain on an asset “held for more than six months”The eCFR text of 26 CFR 1.402(a)-1(b)(1)(i) still says six months; Notice 98-24 explains it dates from 1956Outdated text. Current law defines long-term as more than 1 year (26 U.S.C. 1222(3)); Pub. 575 (2025) says NUA gain is long-term and does not mention a holding period
Pub. 575 describes the full rulePub. 575 (2025) says it no longer carries detailed rules for the special lump-sum options for people born before January 2, 1936Current for 2025 returns; the NUA text stands. The 10-year tax option and the 20% capital gain election are for that older group only
Section 402(e)(4)Cornell's amendment notes list Pub. L. 104-188 (1996) as the last rewrite of subparagraph (D)No later amendment to (e)(4) in the notes we read

Source: IRS Notice 98-24 (IRB 1998-17); 26 CFR 1.402(a)-1(b), eCFR as of October 15, 2026; IRS Publication 575 (2025); 26 U.S.C. 402 and 1222. “Status” is our reading.

The regulation and the notice differ on a point that sounds small and is not: how long you must hold. Under Pub. 575 the NUA slice is long-term capital gain no matter how soon you sell after the shares arrive, and only the appreciation after the distribution date depends on a holding period that starts at distribution.

The 3.8% tax: where the regulation draws the line

Many guides say NUA “may” or “may not” be subject to the net investment income tax. The regulation answers it. 26 CFR 1.1411-8(b)(4)(ii) says NUA realized on a disposition “is a distribution within the meaning of section 1411(c)(5), and thus is not included in net investment income”, and that “any appreciation in value of the employer securities after the distribution from the qualified plan” is included. Dividends paid after the shares leave the plan are included too (1.1411-8(b)(4)(i)). The tax itself is 3.8% of the lesser of net investment income or modified adjusted gross income over $250,000 for a joint return and $200,000 otherwise (26 U.S.C. 1411(a)(1) and (b)). See our page on the net investment income tax and real estate for how the threshold works.

What 799 plan annual reports show about taking stock in kind

A plan that covers employer stock files an annual report on Form 11-K with the SEC. We took every Form 11-K and 11-K/A in the 2026 EDGAR quarterly indexes (first quarter through September 30, 2026): 799 filings (792 Form 11-K and 7 Form 11-K/A) from 639 filer CIKs, filed March 5 to September 25, 2026. We searched the text of each.

What we looked forFilings or companiesReading
Filings in the set799792 Form 11-K and 7 Form 11-K/A; 639 filer CIKs
Filings that contain the words “net unrealized appreciation”23All 23 mean the accounting change in the fair value of plan investments, not the tax rule
Filings that describe the NUA tax treatment of employer stock (the abbreviation NUA, or “unrealized appreciation” next to employer or company stock)0No plan annual report explains the rule; your 1099-R and recordkeeper do
Companies whose plan text says employer stock can be paid in shares or in kind56Of 81 companies that matched our wording search, 56 were kept after reading. A floor: many filings do not describe the form of payment

Source: SEC EDGAR form.idx files for 2026 Q1 to Q3 and the full text of each filing, searched by our script on October 18, 2026; list and sentences in the CSV and in the saved sources. The indexes we used end September 30, 2026.

Ten of the 56, quoted from the filings:

Company (accession)What the plan says
Amgen (0000318154-26-000113)Participants may elect “a single distribution in full shares of Amgen stock”
Boston Scientific (0000885725-26-000046)“The Company Stock Fund may be distributed in-kind, if requested by the Participant.”
Coca-Cola (0001628280-26-044309)Participants may elect payment of the stock portion “in shares rather than cash”
Wells Fargo (0000072971-26-000277)A participant “may elect to receive shares of the Company's common stock in-kind”
Union Pacific (0000100885-26-000206)Stock fund amounts “are distributed in cash unless shares of stock are elected at the time of distribution”
Berkshire Hathaway (0001193125-26-271365)Payments from the Berkshire Fund may be “distributed in shares of Berkshire Common Stock”
Walmart (0000104169-26-000136)Participants may elect payment of profit sharing contributions “in whole shares of Walmart equity securities”
NiSource (0001111711-26-000077)Units in the NiSource Stock Fund “may be paid in cash or in whole shares of common stock represented by such units”
Oracle (0001193125-26-177242)The plan made in-kind transfers of Oracle stock to participants of “approximately $94,847,000” in 2025
Mercantile Bank (0001437749-26-018496)“in-kind distributions of 4,344 shares valued at $211,742” in 2025

Source: Forms 11-K filed with the SEC in 2026, accession numbers as shown; each sentence is copied from the filing and saved in the sources folder. A plan's description is the plan's own account of its terms.

What this tells a holder is practical, not tax-technical: the first condition, shares instead of cash, is a plan feature, and many large plans offer it. The tax outcome after that is set by the Code and the regulation above, not by anything in the plan report.

What a holder can do with this

  • Ask the plan administrator five questions in writing: can the plan pay employer stock in shares; which cost method (A to D) it uses and what cost per share it will report in box 6; whether it will treat the payout as a lump sum with all other plans of the same type; which trigger event it will record; and when the shares will be delivered.
  • Compute your own NUA before deciding: shares times the price on the distribution date minus shares times the plan's cost per share. The result is in your 1099-R box 6 only after the payout, so get the plan's cost per share first.
  • Check the calendar: the whole balance must be paid in one taxable year, and the age 55 exception looks at the year of separation (Pub. 575's George example).
  • Keep the 1099-R and the delivery confirmation. The basis is the box 2a amount; the NUA is in box 6; later you need both to report the sale.
  • Remember what is outside the rule: an IRA has no NUA treatment, and stock in a Roth 401(k) is not reported in box 6 for a qualified distribution.
  • Do not decide on this page. Tax on the basis comes forward, the NUA gain is deferred, and a single stock is a concentrated risk. Which rate bracket your ordinary income and your gain will land in is the CPA's model.

For how to choose among advisers by fee structure, see what a fee-only financial advisor is.

FAQ

Update alert · free

An email when the net unrealized appreciation rules numbers change

When a rate, rule or filing behind this page changes: what changed, the one number that matters, and the source to check it yourself.

Sources, read and saved on October 18, 2026: 26 U.S.C. 402, 401, 72, 1, 1222 and 1411 (Cornell Legal Information Institute); 26 CFR 1.402(a)-1 and 1.1411-8 (eCFR, current as of October 15, 2026); IRS Publication 575 (2025) and Publication 590-B (2025); Instructions for Forms 1099-R and 5498 (2026); Form 4972 and instructions (2025); IRS Tax Topic 412; IRS Notice 98-24 (Internal Revenue Bulletin 1998-17); Rev. Proc. 2025-32; and SEC EDGAR: the 2026 quarterly form indexes and the text of 799 Form 11-K and 11-K/A filings. Worked examples are our arithmetic on hypothetical figures. This is analysis of public documents, not investment, legal or tax advice.

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