
October 1, 2026 · 8 min read
What Is the Alternative Minimum Tax (AMT)? How It Works and Examples
Why buying your employer’s shares through stock options can create a tax bill before you have sold anything, with the 2026 rules and a worked example.
- Tax
- Stock options
- Equity compensation
What is AMT? The alternative minimum tax (AMT) is a second way of calculating US federal income tax. It allows fewer deductions, has its own exemption and uses two flat rates, 26% and 28%. Each year your tax is calculated both ways, and you pay the higher result.
Most salaried people never owe it. Employees of private companies are the exception. Exercising an incentive stock option means buying company shares at the fixed price in your grant, called the strike price. For regular tax, that creates no income. For AMT, the gap between the strike price and the shares’ current value counts as income. That can mean a tax bill in April on shares you cannot yet sell.
$90,100
AMT exemption for a single filer, $140,200 for a joint return
$500,000
Income at which the single exemption starts to shrink, $1,000,000 on a joint return
28%
AMT rate on the amount above $244,500 after the exemption, 26% below it
General Information, Not Tax Advice
This page describes US federal rules for tax year 2026 with illustrative numbers. Your own result depends on your whole return, your state and the exact terms of your grant. Run the numbers with a qualified tax adviser before you exercise.
How Does the Alternative Minimum Tax Work?
The calculation runs on Form 6251. It starts from your regular taxable income. Then it adds back items the AMT does not allow. These are the standard deduction or, if you itemize, state and local taxes, plus a list of items called preference items. The result is alternative minimum taxable income (AMTI). From AMTI you subtract the AMT exemption. What remains is taxed at 26% up to $244,500 and at 28% above that. The result is called the tentative minimum tax. If it is higher than your regular tax, you pay the difference as AMT.
The exemption is what keeps most households out. For 2026 it is $90,100 for a single filer and $140,200 for a joint return. It shrinks once AMTI passes $500,000 single or $1,000,000 joint. The One Big Beautiful Bill Act, signed in July 2025, made it shrink faster and start sooner:
- Phase-out start, single$626,350 in 2025 → $500,000 in 2026, −20%
- Phase-out start, joint$1,252,700 in 2025 → $1,000,000 in 2026, −20%
- Phase-out speed25 cents of exemption lost per dollar above the threshold through 2025 → 50 cents from 2026, twice as fast
AMT works as a floor under your regular tax. Both the regular tax and the minimum tax are calculated, and you pay the larger one.
What Is AMT for ISOs?
An incentive stock option (ISO) is an employee stock option with favorable regular-tax treatment. You owe no tax when it is granted and none when you exercise it. If you hold the shares more than two years from grant and more than one year from exercise, the whole profit is long-term capital gain, which is taxed at lower rates than pay. The AMT takes back part of that benefit. In the year you exercise, the spread counts as AMT income. The spread is the fair market value of the shares minus what you paid. It goes on line 2i of Form 6251.
In a private company, both numbers usually come from a 409A valuation, an independent appraisal of the company’s common stock. The strike price was set at the 409A value on the grant date. The fair market value at exercise is normally the latest 409A. As a company raises rounds at rising prices, that gap widens. So does the AMT income from exercising the same number of options.
Two details change the outcome. First, if you exercise and sell the shares in the same calendar year, there is no AMT adjustment. The sale is a disqualifying disposition, a sale that breaks the ISO holding periods. The spread is then ordinary income for regular tax instead. Second, ISO treatment has a $100,000 limit. It applies only to options worth up to $100,000 at grant that first become exercisable in a calendar year. Options above that limit are treated as non-qualified. They are taxed as pay when you exercise them, so the AMT question does not arise for them. For how employee shares behave before a listing, see pre-IPO shares.
Worked Example: How Much AMT Does Exercising ISOs Trigger?
A single employee earns $216,100 in wages in 2026 and takes the $16,100 standard deduction. Regular taxable income is $200,000, and regular tax is $40,598. The options have a $2.00 strike price, set at the 409A value when they were granted. The latest 409A values the common stock at $12.00. So each exercised option carries $10.00 of spread. Nothing else on the return is an AMT item.
Illustrative figures for a hypothetical employee. In the right-hand column, AMTI passes $500,000 by $116,100, so the exemption loses half of that, $58,050. More of the spread is then taxed at 28%
Computed on the 2026 single-filer brackets, standard deduction, AMT exemption, phase-out and 26%/28% rates in IRS Rev. Proc. 2025-32 · federal only, no state tax
In this illustration, roughly the first $30,000 of spread fits under the line before any AMT is due. The tentative minimum tax has to climb past the regular tax first. After that, each further dollar of spread costs 26 cents, then 28 cents. It costs more once the exemption starts to phase out. The cash to exercise is only part of the outlay. The 15,000-option exercise needs $30,000 for the shares and another $31,792 for the tax, on stock that still has no market.
AMT Exemption, Phase-Out and Rates for 2026
Heads of household use the single figures. The $1,000,000 joint threshold is not indexed for inflation before 2027
As of October 2026 · tax year 2026 · IRS Rev. Proc. 2025-32 and IR-2025-103 (10.09.2025)
Compared with 2025, the exemption rose with inflation. The phase-out, though, starts far lower and runs twice as fast. So a household with a large ISO exercise loses its exemption sooner than it would have a year earlier. The IRS adjusts the figures every fall for the following tax year. The IRS announcement for 2026 lists them with the rest of the year’s adjustments.
How the AMT Credit Gives Some of It Back
AMT paid because of an ISO exercise is not lost. The ISO adjustment only shifts when the income is taxed. So it creates a minimum tax credit, calculated on Form 8801 and carried forward. In a later year you can use it against regular tax. You can use it only to the extent your regular tax exceeds that year’s tentative minimum tax.
The shares also carry two bases. A basis is the amount the tax rules treat as your cost. For regular tax, your basis is what you paid: $2.00 a share in the example. For AMT, the adjustment raises it to $12.00. When you sell, the regular-tax gain is larger than the AMT gain. That pushes regular tax above the minimum tax and frees up the credit. The money comes back, but slowly and not necessarily in full in the year of the sale. The AMT itself was due in cash the April after exercise.
Common AMT Mistakes with Private-Company Options
- Exercising in December without a modelThe spread is measured at exercise, and the whole year’s income goes into the calculation. Model AMTI before the trade.
- Using the strike-date valueThe adjustment uses fair market value on the day you exercise, normally the latest 409A. The value at grant only sets your strike price.
- Ignoring the 2026 phase-outFrom $500,000 of AMTI for a single filer, the exemption shrinks by 50 cents per dollar. A large exercise can lose most of it. Rules of thumb built on pre-2026 numbers understate the bill.
- Counting on a sale to pay the taxPrivate shares may have no buyer before April. You do not control when a tender offer, an organized offer to buy shares from employees, or a listing happens.
- Forgetting the creditAMT from an ISO exercise becomes a credit, carried forward on Form 8801. If you do not track it, you pay the same tax twice.
- Missing the holding periodsSelling within two years of grant or one year of exercise turns the gain into ordinary income. Sometimes that is the cheaper result. Make it a planned decision.
With ISOs, the tax is set on the day you exercise and measured at the latest 409A. It is payable in cash, usually before you can sell.
The Terms This Page Uses
- AMTI
- Alternative minimum taxable income. Regular taxable income with the standard deduction (or itemized state and local taxes) and preference items, such as the ISO spread, added back.
- Tentative minimum tax
- AMTI minus the exemption, taxed at 26% and 28%. If it is higher than your regular tax, the difference is the AMT you owe.
- Incentive stock option (ISO)
- An employee option that is not taxed for regular tax on exercise and can turn the whole profit into long-term gain. Its exercise spread does count for AMT.
- Strike price
- The fixed price at which an option lets you buy a share. At a private company it is set at the 409A value on the grant date.
- Spread
- Fair market value of the shares at exercise minus the strike price paid. For ISOs it is the line 2i adjustment on Form 6251.
- 409A valuation
- The independent appraisal of a private company’s common stock that sets option strike prices and, usually, the fair market value at exercise.
- Minimum tax credit
- AMT paid on timing items such as an ISO exercise, carried forward on Form 8801 and used in years when regular tax exceeds the minimum tax.
- Disqualifying disposition
- Selling ISO shares before the two-year and one-year holding periods are met. The spread becomes ordinary income. In the exercise year, it removes the AMT adjustment.
Questions About AMT and Stock Options
Not in the same way. On a non-qualified option, the spread is ordinary income for regular tax when you exercise. Both systems count it the same way, so no AMT adjustment arises. The tax is simply due as income, usually through withholding.
No AMT adjustment arises when ISO shares are bought and sold in the same calendar year. The sale is a disqualifying disposition. The spread is taxed as ordinary income under the regular rules instead.
The fair market value of the shares at exercise. With no market price, that is normally the company’s most recent 409A valuation. The price investors paid for preferred shares in the last round is usually higher and is not used.
Yes, from 2026. The One Big Beautiful Bill Act made the higher exemptions permanent. It also reset the phase-out thresholds to $500,000 single and $1,000,000 joint and doubled the phase-out rate to 50%. Higher earners with large ISO exercises lose the exemption faster than before.
Yes, over time. AMT caused by an ISO exercise becomes a minimum tax credit, carried forward on Form 8801. You use it in later years when regular tax exceeds the minimum tax, typically after selling the shares. So it comes back gradually, over more than one year.
Where Every Figure on This Page Comes From
Every threshold and rate was checked against the IRS and the US Code on October 1, 2026, and applies to tax year 2026. The worked example is illustrative arithmetic on those figures. State alternative minimum taxes, where they exist, are not covered.
- 01Internal Revenue Service10.2025Rev. Proc. 2025-32 — 2026 AMT exemptions, phase-out amounts, 28% threshold, rate tables and standard deduction
- 02Internal Revenue Service10.09.2025IR-2025-103 — tax year 2026 inflation adjustments, including OBBBA amendments
- 03Internal Revenue Service2025Instructions for Form 6251 (2025) — ISO adjustment on line 2i, AMT basis, 25% phase-out and 2025 thresholds
- 04Internal Revenue ServiceCurrentAbout Form 8801 — credit for prior-year minimum tax
- 05US Code (Cornell LII)Current law26 USC 422 — ISO holding periods and the $100,000 annual limit
- 06US Code (Cornell LII)Current law26 USC 55 — AMT rates and exemption phase-out after 2025
This page explains how a market works. It is not investment advice, not a recommendation of any security, strategy or company, and not an offer to sell or a solicitation to buy anything. Private companies may never list or be acquired, positions in them can be illiquid for years, and the entire amount invested can be lost. Figures are accurate as of the dates shown and change. Requirements for investor status, and the tax treatment of a private holding, differ by jurisdiction — the jurisdiction is named wherever this page discusses either. Prepared by the AXEVIL Capital research team. Tax rules described here are United States federal rules unless another jurisdiction is named; they change every year and depend on your own facts. Nothing here is tax advice — take your documents to a qualified adviser.
What closed on the private market in the past two weeks
The rounds that priced, the tender offers that opened and the listings that filed — with the structure of each deal and the date on every figure. Written by the team that reads the paperwork.


