Net Unrealized Appreciation (NUA)

Written by True Tamplin, BSc, CEPF®

Reviewed by Subject Matter Experts

Updated on January 23, 2024

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What Is Net Unrealized Appreciation (NUA)?

Net Unrealized Appreciation is a tax strategy that can provide significant benefits for investors holding appreciated company stock in a qualified employer-sponsored retirement plan.

Net Unrealized Appreciation refers to the difference between the cost basis of company stock held in a qualified employer-sponsored retirement plan and the stock's current fair market value.

This appreciation has yet to be realized or taxed, as the stock has not sold.

Importance of Understanding NUA for Investors

For investors with substantial amounts of company stock in their retirement plan, understanding NUA can help them minimize taxes and maximize the value of their investments when taking distributions.

Key Components of NUA

The key components of NUA include the cost basis of the securities, the fair market value of the securities, and the eligibility criteria to utilize NUA.

Key Components of Net Unrealized Appreciation (NUA)

Determining NUA

Calculating NUA

Calculating NUA involves two steps:

    1. Fair Market Value of the Securities: Determine the current fair market value of the company stock held in the retirement plan.

    2. Cost Basis of the Securities: Calculate the original cost basis of the company stock, which is typically the purchase price of the stock.

NUA is the difference between the fair market value and the cost basis.

Eligibility Criteria for NUA

To utilize NUA, investors must meet certain requirements:

  • Distribution From a Qualified Employer Plan: NUA can only be applied to company stock held in a qualified employer-sponsored retirement plan, such as a 401(k) or a 403(b) plan.

  • Lump-Sum Distribution: The company stock must be distributed as a lump-sum distribution, typically due to a triggering event such as retirement, reaching age 59½, or separation from the employer.

  • Taxable Event: The distribution of the company stock must be taxable, meaning taxes are due upon distribution.

Benefits of NUA

Tax Advantages

NUA offers two primary tax advantages:

  • Lower Tax Rate for Long-Term Capital Gains: When company stock is eventually sold, the NUA portion is taxed at the long-term capital gains rate, which is typically lower than the ordinary income tax rate.

  • Tax Deferral on Unrealized Appreciation: The NUA portion of the stock is taxed once it is sold, providing tax deferral on the unrealized appreciation.

Diversification of Investments

Using NUA allows investors to reallocate their assets into other investments, promoting diversification and potentially reducing risk.

Estate Planning Benefits

NUA can be a valuable estate planning tool, as the appreciated stock can be passed on to heirs with a stepped-up basis, reducing the taxable gain.

Potential Drawbacks and Risks of NUA

Lack of Diversification in Company Stock

Holding a large amount of company stock can expose investors to concentration risk, as the performance of their investments is tied to the success of a single company.

Market Risk

The value of company stock can fluctuate with market conditions, potentially reducing the benefits of NUA.

Not Suitable for All Investors

Some investors may need more company stock or may need to meet the eligibility criteria to take advantage of NUA.

Tax Implications of Selling Shares

While NUA offers tax advantages, selling shares to utilize NUA can trigger taxable events, requiring careful planning to minimize tax liabilities.

Benefits and Drawbacks of NUA

NUA vs. Other Distribution Options

When considering NUA, investors should also evaluate alternative distribution options:

Rollover to an IRA


  • Tax-Deferred Growth: Assets continue to grow tax-deferred within the IRA.


  • Loss of NUA Benefits: Rolling over company stock into an IRA forfeits the opportunity to utilize NUA tax benefits.

Direct Rollover to Another Employer's Plan


  • Continued Tax-Deferred Growth: Assets continue to grow tax-deferred within the new employer's plan.

  • Simplicity: Consolidating assets in a single plan can simplify management.


  • Limited Investment Options: The new employer's plan may have fewer investment options.

  • Loss of NUA Benefits: Rolling over company stock into another employer's plan forfeits the opportunity to utilize NUA tax benefits.

Lump-Sum Distribution


  • Immediate Access to Funds: Investors have immediate access to their assets.

  • Opportunity to Utilize NUA: A lump-sum distribution allows investors to take advantage of NUA tax benefits.


  • Tax Liability: Lump-sum distributions can result in a significant tax bill if not managed properly.

  • Loss of Tax-Deferred Growth: Assets are no longer growing tax-deferred.

How to Implement an NUA Strategy

Timing of Distributions

Careful planning is essential to maximize NUA benefits. Investors should consider the timing of distributions in relation to their overall financial goals, tax situation, and market conditions.

Coordinating With Financial and Tax Advisors

Investors should consult with tax and financial advisors to ensure their NUA strategy is aligned with their overall financial plan and to navigate the complexities of the tax code.

NUA as Part of a Comprehensive Financial Plan

NUA should not be considered in isolation but as part of a comprehensive financial plan that takes into account an investor's risk tolerance, investment goals, and tax situation.

NUA Taxation and Reporting Requirements

Understanding NUA's taxation and reporting requirements is essential for investors seeking to take advantage of this strategy.

Taxation of NUA

  • Ordinary Income Tax: Upon distribution, the cost basis of the company stock is taxed as ordinary income.

  • Long-Term Capital Gains Tax: When the company stock is eventually sold, the NUA portion is taxed at the long-term capital gains rate.

Reporting Requirements for NUA

  • Form 1099-R: Upon distribution of the company stock, the plan administrator issues Form 1099-R, which reports the taxable amount and the cost basis of the distributed shares.

  • Form 8949 and Schedule D: When the company stock is sold, investors must report the sale on Form 8949 and Schedule D of their federal income tax return, detailing the cost basis, the sale proceeds, and the NUA.


Understanding Net Unrealized Appreciation NUA) and its benefits and drawbacks is crucial for investors with significant company stock holdings in their retirement plans.

By carefully evaluating the appropriateness of NUA in their individual situation and seeking professional guidance for implementation, investors can potentially minimize taxes and maximize the value of their investments.

Net Unrealized Appreciation (NUA) FAQs

About the Author

True Tamplin, BSc, CEPF®

True Tamplin is a published author, public speaker, CEO of UpDigital, and founder of Finance Strategists.

True is a Certified Educator in Personal Finance (CEPF®), author of The Handy Financial Ratios Guide, a member of the Society for Advancing Business Editing and Writing, contributes to his financial education site, Finance Strategists, and has spoken to various financial communities such as the CFA Institute, as well as university students like his Alma mater, Biola University, where he received a bachelor of science in business and data analytics.

To learn more about True, visit his personal website or view his author profiles on Amazon, Nasdaq and Forbes.

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