Vladislav SolovevPartner & Head of Research

October 13, 2026 · 6 min read

What Is Cost Basis? Definition, How It Works and Examples

Learn what cost basis is, how it sets the tax on a sale, and how it works for stock options, RSUs and shares in a private company.

  • Taxes
1.0The short answer

What is cost basis? Cost basis is the amount you paid for an investment, including fees. When you sell, the IRS subtracts it from the sale price to find your taxable gain or loss. A higher basis means a smaller gain and a smaller tax bill.

If you hold shares of a private company, your basis may include more than the cash you paid. Income you were taxed on when you exercised options or when shares vested usually counts too. Getting this number right is the difference between paying tax once on that income and paying it twice.

Over 1 year

How long you hold shares before a sale counts as long term

Tax year 2025 · IRS Topic 409

30 days

Window on each side of a loss sale in which buying the same stock cancels the loss for now

Current law · 26 USC 1091

$3,000

Most that a net capital loss can reduce other income in one year, with the rest carried forward

Tax year 2025 · IRS Topic 409

General Information, Not Tax Advice

This page describes US federal rules as of October 2026, with illustrative numbers. How basis applies to your shares depends on how you got them and on your own records. Have a qualified tax adviser check your return.

2.0In stocks

What Is Cost Basis in Stocks?

For stock you buy, cost basis is the price you paid plus any commissions and transfer fees. The IRS says basis is generally the amount you paid for the asset. Buy 100 shares at $20 and pay a $10 commission, and your basis is $2,010, or $20.10 a share.

Your gain or loss is the sale price minus your basis. Sell those 100 shares for $3,000 and the gain is $990. The IRS taxes only that $990. It does not tax the $2,010 you already put in. This is why a record of what you paid matters as much as the sale itself.

Basis can change after you buy. Publication 551 says you must adjust the basis of stock for certain events after purchase. A related rule is the wash sale: if you sell at a loss and buy substantially identical stock within 30 days before or after the sale, you cannot deduct the loss right away. The new shares take the old basis, adjusted for the price difference, so the loss is not gone. It moves into the new shares.

3.0Why it matters

What Is Cost Basis in Investing, and Why Does It Matter?

In investing, basis is the starting point for every tax calculation on a sale. It also decides whether a sale counts as a gain or a loss. A gain on shares held for more than one year is a long-term capital gain, which is usually taxed at lower rates than pay. A sale within one year is short term. Your basis does not change the holding period, but it decides how big the gain is.

You report each sale on Form 8949. If you hold shares through a broker, the broker sends Form 1099-B with the proceeds and, for most stock, the basis too. Shares with a basis the broker has reported to the IRS are called covered securities. If the basis is missing or wrong, you enter the correct number yourself. The Form 8949 instructions show which box to use.

Shares in a private company rarely come with a broker statement. A broker rarely reports your basis for you, so the record is yours to keep. Save the option agreement, the exercise confirmation, the vesting statements and the tax forms your employer sends each year.

4.0Private shares

How Cost Basis Works for Private Company Shares

The starting basis depends on how the shares reached you. The table lists the common routes for employees and investors in private companies.

Bought for cash
Starting basisPrice paid plus fees
Non-qualified stock option exercise
Starting basisPrice you paid plus the spread taxed as income at exercise
Incentive stock option exercise
Starting basisPrice you paid for regular tax. A different, higher basis can apply for the alternative minimum tax
RSUs vesting
Starting basisFair market value on the vesting date, which is also the amount taxed as income
Restricted shares with an 83(b) election
Starting basisPrice paid plus any income reported at the election
Gift
Starting basisThe giver’s basis for a gain. The value on the gift date for a loss, if lower
Inheritance
Starting basisFair market value on the date of death
Interest in an SPV taxed as a partnership
Starting basisYour contribution, plus your share of income, minus distributions and losses

Starting basis by route, for US federal income tax

As of 10.13.2026 · IRS Publication 551 · IRS Topic 427 · 26 USC 56(b)(3), 83(b), 705, 722

The spread, the gap between the share value and your exercise price, is the reason option basis confuses people. On a non-qualified stock option, the spread is taxed as income when you exercise, so it gets added to your basis. On an incentive stock option, the spread is not income for regular tax at exercise, but it can count for the alternative minimum tax. That tax runs a second calculation with different rules, and it gives you a second basis. ISO vs NSO explains the two types.

A restricted stock unit (RSU) is a promise of shares that you receive when they vest. The share value on that day is taxed as income and becomes your basis. See RSU taxes. If you buy shares that are still unvested, you can file a Section 83(b) election within 30 days. It sets your income and your basis at the date of purchase. Early exercise covers how that works.

If you invest through an SPV, a vehicle that pools investors’ money for one deal, you hold an interest in the vehicle and not the shares. When the SPV is taxed as a partnership, its yearly Schedule K-1 shows your share of income. Your basis starts with what you contributed, goes up with your share of income and goes down with distributions and losses. The IRS says you track this outside basis yourself, and the capital account on the K-1 cannot serve as that record.

5.0Example

Worked Example: Basis After an Option Exercise

An employee exercises 1,000 non-qualified options at a $2 exercise price when each share is worth $10. Fourteen months later, the shares sell for $25 each.

Exercise price paid
Per share$2
Total$2,000
Value at exercise
Per share$10
Total$10,000
Spread, taxed as income at exercise
Per share$8
Total$8,000
Basis: price paid plus spread
Per share$10
Total$10,000
Sale price
Per share$25
Total$25,000
Long-term gain: sale price minus basis
Per share$15
Total$15,000

Illustrative figures for a hypothetical employee. Shares were held more than one year after exercise. Taxes on the income and on the gain are not shown

Computed on IRS Topic 427 and Publication 551 · rules as of 10.13.2026

Now take the common mistake. If the employee reports the $2 exercise price as the basis, the gain looks like $23,000. That includes the $8,000 spread that was already taxed as income. The tax on that part is paid twice. If the shares had sold for $7 instead, the right basis of $10 gives a $3,000 loss. The wrong basis of $2 would have reported a $5,000 gain.

6.0Mistakes

Common Mistakes with Cost Basis

  • Using the exercise price as the basisFor a non-qualified option, the spread taxed at exercise belongs in your basis. Leaving it out taxes the same income twice.
  • Trusting a missing or low basisA broker or platform may show a basis of zero or only the price paid. Check it against your exercise and vesting records before you file.
  • Losing the paperworkBasis for private shares is rarely reported to you. Keep option agreements, exercise confirmations, vesting statements and every Form 3921 you receive.
  • Mixing up gift and inheritanceShares you receive as a gift keep the giver’s basis for a gain. Shares you inherit start at the value on the date of death. The two give very different gains.
  • Buying back too fastRepurchasing the same stock within 30 days of a loss sale postpones the loss. It moves into the new shares’ basis.
Key point

Cost basis is what you paid plus any income you were already taxed on. Keep the records, because it is rarely reported for private shares.

7.0Terms

The Terms This Page Uses

Cost basis
What you paid for an investment, including fees, adjusted for later events. It is subtracted from the sale price to find the gain or loss.
Long-term capital gain
Profit on an asset held more than one year. It is usually taxed at lower rates than pay.
Wash sale
A loss sale followed or preceded within 30 days by a purchase of the same stock. The loss is postponed.
Non-qualified stock option
An option whose spread at exercise is taxed as income. That spread is added to your basis.
Incentive stock option
An option with no regular income tax at exercise if holding rules are met. It can trigger the alternative minimum tax.
Restricted stock unit
A promise of shares that vest later. The value at vesting is taxed as income and becomes the basis.
Section 83(b) election
A choice, filed within 30 days of buying unvested shares, to be taxed on their value now.
8.0Questions

Questions About Cost Basis

9.0Sources

Where Every Rule on This Page Comes From

Figures were last checked on October 13, 2026. Rules are US federal and apply to tax year 2025 and later unless noted. The worked example is illustrative arithmetic. State taxes are not covered.

  1. 01Internal Revenue ServiceCurrentTopic 703: basis is generally the amount paid, plus commissions and fees for stock
  2. 02Internal Revenue Service12.2025Publication 551: basis for purchases, gifts, inheritances and property received for services
  3. 03Internal Revenue Service2025Topic 409: long-term holding period and the $3,000 net capital loss limit
  4. 04Internal Revenue ServiceCurrentTopic 427: tax treatment of stock option exercises
  5. 05Internal Revenue Service2025Instructions for Form 8949: reporting basis, covered securities and corrections
  6. 06US Code (Cornell LII)Current law26 USC 1091: wash sale 30-day window and replacement basis
  7. 07US Code (Cornell LII)Current law26 USC 56(b)(3): incentive stock options and the alternative minimum tax basis
  8. 08US Code (Cornell LII)Current law26 USC 83: income at vesting and the 30-day 83(b) election
  9. 09US Code (Cornell LII)Current law26 USC 722: basis of a partnership interest acquired by contribution
  10. 10US Code (Cornell LII)Current law26 USC 705: yearly adjustments to partnership basis
  11. 11Internal Revenue Service2025Partner’s Instructions for Schedule K-1 (Form 1065): partners track their own outside basis

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.

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