ESPP Limit: How Much Can You Purchase?‍

ESPP Limit: How Much Can You Purchase?‍

June 19, 2023

ESPP Limit: How Much Can You Purchase?‍

Suppose you've just landed your dream job at a forward-thinking company that's not only making waves in its industry but also rewarding its employees in unique ways. Among these perks is an invitation to join their Employee Stock Purchase Plan (ESPP), a tantalizing opportunity to invest in the very company that's catapulting your career skyward. It sounds almost too good to be true, right? 

Well, there's a twist. While the promise of discounted stocks beckons, there's a limit, a financial threshold that you must take note of. That is when you explore ESPP limits, where understanding the rules of the game can mean the difference between watching your financial future flourish or merely letting it drift by. In this guide, you’ll unravel the intricacies of ESPP limits so you can seize the full potential of this financial tool.

Understanding ESPP

An Employee Stock Purchase Plan (ESPP) is a company-sponsored program that offers employees the unique opportunity to purchase shares of their employer's stock at a discounted price. Unlike some other equity compensation plans, ESPPs require active participation through the purchase of shares.

The rationale behind ESPPs is to create a powerful alignment of interests between employees and their company. By granting employees the chance to invest in the company's future, ESPPs cultivate a sense of ownership and engagement among employees. However, it's important to note that ESPPs differ from other equity compensation plans like Restricted Stock Units (RSUs) in a fundamental way—they still require employees to make a purchase, underscoring the significance of understanding the rules and limits.

While RSUs are typically granted to employees without the need for a purchase, ESPPs operate on a "pay-to-play" principle. In other words, to reap the benefits of discounted stocks, employees must actively contribute funds from their own paychecks to buy the company's shares. This active involvement makes understanding ESPP limits and regulations all the more crucial, as your financial decisions directly impact your participation and the potential gains you can achieve. In this guide, we will dive deep into the intricacies of ESPP limits, ensuring that you are well-equipped to navigate this exciting avenue of investment within your company.

Qualified ESPP & Non-Qualified ESPP

Before segueing to the limits and regulations, it's necessary to understand that there are two main types of ESPPs: Qualified ESPPs and Non-Qualified ESPPs. The primary difference lies in the tax treatment.

Qualified ESPP

Qualified ESPPs provide employees with certain tax advantages. Generally, when you purchase shares through a qualified ESPP, you won't owe taxes on the discount you receive at the time of purchase. Instead, you'll only pay capital gains tax when you sell the shares, provided you meet certain holding requirements.

Non-Qualified ESPP

Non-qualified ESPPs, on the other hand, don't offer the same tax benefits. The discount you receive when purchasing shares is usually treated as ordinary income, and you'll owe income tax on that amount in the year the shares are purchased.

The tax implications can be complex, so it's essential to consult with a tax professional to fully understand how your ESPP will affect your tax situation.

How Does an ESPP Work?

Understanding the inner workings of an Employee Stock Purchase Plan (ESPP) is essential to making the most of this valuable employee benefit. Here’s the breakdown of the entire process:

1. Enrollment and Eligibility

Before you can participate in your company's ESPP, you'll need to enroll during the designated enrollment period. While most employees are eligible to join, some companies might have specific eligibility criteria, such as a minimum length of service or work hours per week. It's crucial to review your company's plan documents and guidelines to ensure you meet the eligibility requirements.

2. Contribution Percentage

Once enrolled, you'll decide on the percentage of your salary you want to contribute to the ESPP. This percentage is typically capped at 15%, although it can vary depending on your company's plan. It's important to choose a contribution level that aligns with your financial goals and budget, as this will determine how much you invest in the plan.

3. Accumulation Period

ESPPs operate within defined offering periods, which can range from a few months to a year. During the accumulation period, your contributions accumulate in a separate account, usually held by a third-party administrator. These contributions are deducted from your paycheck, making it a convenient and automatic way to invest.

4. Purchase Date

At the end of the offering period, typically on a specific purchase date, your accumulated contributions are used to purchase shares of your company's stock. The purchase price is usually set at a discount, typically around 15% lower than the market price. This discount is one of the key advantages of participating in an ESPP.

5. Holding Period

To take advantage of potential tax benefits, particularly in the case of Qualified ESPPs, you'll need to adhere to a holding period. This period requires you to hold the purchased shares for a specified duration, often at least one year from the purchase date. If you sell the shares before meeting this requirement, you may incur additional taxes.

6. Selling Shares

Once you've satisfied the holding period, you have the flexibility to sell your ESPP shares. You can choose to hold onto them for further potential gains, or you can start selling them in the open market. The decision on when and how to sell your shares should align with your financial goals and market conditions.

7. Contribution Restart

ESPPs typically follow a cycle of offering periods. After one offering period ends, a new one begins, allowing you to enroll and start the process again. During each offering period, you'll have the opportunity to reassess your contribution percentage and adjust it based on your changing financial circumstances or investment goals.

8. Tax Implications

The tax implications of participating in an ESPP can be complex and depend on various factors, including whether your ESPP is qualified or non-qualified. Qualified ESPPs often provide more favorable tax treatment, allowing you to defer taxes until you sell the shares. Non-qualified ESPPs may result in immediate taxation on the discount received at the time of purchase. Consulting with a tax professional is advisable to ensure you fully understand the tax implications specific to your situation.

How to Calculate the $25,000 Annual ESPP Limit for Purchase

Understanding the annual limit on ESPP purchases is essential for anyone looking to maximize the benefits of this employee stock ownership opportunity. The $25,000 annual limit set by the IRS is not arbitrary; it's designed to strike a balance between employee incentives and tax regulations. Here's how to calculate this limit:

1. Determining Your Salary

To begin the calculation, you need to ascertain your annual salary. This includes not only your base salary but also any additional income sources such as bonuses, commissions, or overtime pay. Your total annual compensation is a fundamental starting point for understanding your ESPP limit.

2. Calculating the Contribution Percentage

Most ESPPs set a maximum percentage of your salary that you can contribute. While the exact percentage varies among plans, it's often capped at 15%. This means you can contribute up to 15% of your annual salary towards purchasing company stock through the ESPP.

3. Computing Your Maximum Contribution

Now, it's time to compute your maximum contribution. Simply multiply your annual salary by the contribution percentage allowed by your company's ESPP. For instance, if your annual salary is $60,000, and your plan permits a 15% contribution, your maximum annual contribution would be $9,000 ($60,000 x 0.15).

4. Determining the Discounted Purchase Amount

ESPPs typically offer a discount on the purchase price of company stock. This discount is typically around 15%, but it can vary. To calculate the maximum amount you can purchase at a discount, multiply your maximum annual contribution by the discount rate. For example, with a $9,000 maximum contribution and a 15% discount, your maximum discounted purchase amount would be $7,650 ($9,000 x 0.85).

Why IRS Allows This Limit

The IRS established an annual limit of $25,000 on the amount of company stock an employee can purchase at a discount through an ESPP. This limit is designed to strike a balance between incentivizing employee participation in ESPPs and ensuring that tax benefits aren't disproportionately advantageous.

It's important to ensure that the maximum discounted purchase amount calculated in step 4 does not exceed the IRS limit of $25,000. In most cases, this limit is unlikely to be reached unless your salary is exceptionally high. Nevertheless, it's essential to monitor your contributions and stay within the IRS-imposed annual limit to comply with tax regulations.

The IRS introduced this limit to prevent potential abuse of ESPPs as tax shelters. Without a cap, high-earning employees could potentially accumulate substantial tax-deferred savings, creating a significant tax revenue loss for the government. By setting a reasonable annual limit, the IRS strikes a balance between encouraging employee stock ownership and safeguarding tax revenue.

How to Derive the Maximum Number of Shares You Can Buy

Now that you know the maximum amount you can purchase at a discount, let's calculate the maximum number of shares you can buy. To do this, you'll need to know the market price of your company's stock.

1. Find the Market Price

Determine the current market price of your company's stock. This information is typically available through your company's financial reports or stock market data.

2. Divide the Discounted Purchase Amount

Divide the maximum discounted purchase amount (in our example, $7,650) by the current market price to find out how many shares you can purchase. For instance, if the stock is trading at $50 per share, you'd be able to buy approximately 153 shares ($7,650 / $50).

Remember that the market price of your company's stock can fluctuate, so your actual purchase price may vary slightly from your calculations.

What Happens When a New Offering Starts

ESPPs operate in specific offering periods, as mentioned earlier. When a new offering period begins, you'll have the opportunity to enroll and start contributing again. Here's what happens during a new offering:

1. Re-enrollment

You'll need to re-enroll in the ESPP for each new offering period if you want to continue participating. Enrollment periods are usually well-communicated within your organization, so make sure to keep an eye out for them.

2. Reset Contributions

Your contributions from the previous offering period won't automatically carry over. You'll need to decide how much to contribute for the new period based on your salary and the percentage allowed.

3. New Discount

The discount at which you purchase shares may vary from one offering period to another. It's typically around 15%, but your company may choose to adjust it.

4. Hold and Sell Strategy

If you have purchased shares in previous offering periods, you might consider a hold-and-sell strategy. This involves holding onto shares for the required holding period and then selling them at market value. This can potentially maximize your gains.

What Happens If Employees Don't Purchase the Full Amount of the Limit

It's important to note that you don't have to contribute the maximum allowed amount to your ESPP. You have the flexibility to contribute any amount below the annual limit. However, there can be implications if you don't purchase the full amount of the limit:

Missed Opportunity

By not contributing the maximum, you might be missing out on the full benefit of the ESPP, including the discounted stock price and potential gains.

Lower Tax Impact

On the flip side, contributing less means you'll have a smaller tax impact when it comes to reporting your income and capital gains.

Financial Flexibility

Contributing less allows you to keep more of your salary for other financial goals or needs.

Remember that your ESPP is just one part of your overall financial strategy. It's essential to strike a balance between contributing to your ESPP and meeting other financial priorities.

Why Your RSUs Could Bring Better Gains

While ESPPs are an excellent way to invest in your company's stock, they're not the only equity compensation option available to employees. If your company offers Restricted Stock Units (RSUs), they can play a complementary role in your overall financial strategy.

✔ Guaranteed Shares

Unlike ESPPs, where you decide how much to contribute, RSUs are usually granted to you by your employer. They represent a promise to receive a certain number of shares at a future date.

✔ No Purchase Required

RSUs don't require you to purchase shares; they are typically granted to you as part of your compensation package.

✔ Vesting Period

RSUs often have a vesting period, during which you must remain employed with the company to receive the shares. Once vested, they are typically yours to keep, regardless of whether you stay with the company.

✔ Potential for Greater Gains

RSUs can potentially provide greater gains than ESPPs, especially if your company's stock price increases significantly during the vesting period.


ESPPs are a valuable employee benefit that allows you to purchase your company's stock at a discount. Understanding the annual purchase limit, calculating your maximum contribution, and knowing when and how to participate is key to making the most of this opportunity. Additionally, consider how ESPPs fit into your overall financial strategy, especially in conjunction with other forms of equity compensation like RSUs. Hence, by taking a proactive approach to your ESPP, you can potentially boost your financial future while aligning your interests with those of your employer.

Curious about how RSUs can optimize your employment gains? Feel free to browse Upstock’s learning materials here or read our blog.

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