retirement · 2026-05-01
Compare the tax savings of NUA treatment on company stock in a 401(k) vs rolling everything into an IRA and selling normally.
| Company stock balance in 401(k) | $400,000 |
| Original cost basis (your contributions) | $80,000 |
| Ordinary income tax rate % | 35% |
| Long-term capital gains rate % | 20% |
| Years held after distribution | 5 |
| Expected post-distribution appreciation % | 6% |
| NUA total tax (now + at sale) | $119,058 |
| IRA rollover total tax (at sale) | $187,352 |
If you have employer stock in your 401(k) with significant unrealized gains, Net Unrealized Appreciation (NUA) treatment under IRC 402(e)(4) can save serious tax. Most 401(k) participants and even many advisors miss it.
When you take a lump-sum distribution from a 401(k):
Compare to the IRA rollover path: 100% of company stock balance becomes pre-tax IRA dollars, taxed at ordinary income on withdrawal.
One mistake — partial distribution, rollover during same year — disqualifies the entire NUA election.
Four triggers: (1) separation from service (you quit, retire, or are laid off), (2) reaching age 59½, (3) death, (4) disability per Sec 72(m)(7). Your lump-sum distribution must occur in the same year as the trigger event.
Cannot — NUA requires lump-sum distribution of the ENTIRE 401(k) account in one year. Workaround: take entire 401(k), execute NUA on company stock, immediately roll the non-stock portion to an IRA via direct trustee-to-trustee transfer (must complete within 60 days; same year as distribution).
NUA still applies but the math weakens — less appreciation = less tax savings. If your basis equals current value (no gain), NUA does nothing. If basis > value (loss), don't use NUA — recognize the loss via IRA rollover and let ordinary recapture work in your favor.