Swap Exercise

The IRS allows the avoidance of double taxation when selling or exchanging shares for the purpose of exercising NSOs.
The IRS allows the avoidance of double taxation when selling or exchanging shares for the purpose of exercising NSOs. As such, ESO Fund clients with NSOs can sell a portion of their shares to ESO Fund and use those proceeds to exercise the balance of their options for their own benefit. This type of transaction is also known as a sell to cover.
If your shares are attractive, then ESO Fund will supply enough cash to exercise all of your NSOs including the mandatory withholding taxes. No tax is associated with the sale to ESO Fund, but regular NSO taxes are paid for the exercise using ESO money including the shares exercised and immediately sold. This swap exercise method is often much more tax efficient than exercising on your own, selling separately, and then using what’s left to exercise more NSOs on your own.
For more information on how the ESO Fund can help you with taxes on your NSO exercise, please contact us. (scott@esofund.com)
A cashless exercise requires selling shares immediately, often at a low price, to cover costs—giving up future upside. ESO Fund covers your exercise cost without forcing a sale, so you keep your shares and potential gains, risk-free. If the company fails, you owe nothing.
ESO Fund helps startup employees exercise their stock options without risking their own cash. We provide non-recourse funding, covering 100% of the exercise cost and taxes, so employees can retain ownership and benefit from future upside. If the company doesn’t succeed, you owe us nothing—we take on all the risk.
Equity decisions are complex, but you don’t have to navigate them alone. ESO Fund has been helping employees unlock the value of their hard-earned equity for over a decade. Whether you’re exercising, planning for taxes, or looking for liquidity, we’re here to provide clear, non-recourse funding solutions tailored to your situation.
📘 Overview of How We Work
See our 3-step process.
⏰ Option Exercise Funding
Exercise without risking savings.
⭐ Client Reviews
Hear from employees we’ve helped succeed.
🚀 Share Liquidity
Unlock cash while keeping your shares.
📊 AMT Calculator
Estimate tax exposure in minutes.
🤝 RSU Liquidity
Access liquidity from vested RSUs before IPO.
Ready to explore your equity options? Our team is here to walk you through the next steps.
Schedule a CallThis innovative service promotes and enables a healthier relationship between companies and employees. I my opinion it's valuable to employees and great for the overall tech environment and economy. It is good for nobody when employees feel trapped because they can't afford to leave. In less extreme cases exercising can be expensive and somewhat risky and this is simply a good smart hedge and a good square deal. Brilliant!