SHRUTI CPA

Menu
Book Now

Miro Acquisition: What Employees Should Know About Stock Options, RSUs and Taxes

Client Operations Coordinator on September 17, 2026

If you work at Miro or still own equity from your time there, the acquisition announcement may have raised a more personal question than the headlines answer: What happens to my shares, and how much will I actually keep?

The answer depends on what you own, when you acquired it, and how your equity awards are treated in the transaction. Two employees receiving the same cash amount could have very different tax bills.

Here is what U.S. taxpayers should review before exercising options, signing an election, or spending an expected payout.

What Has Been Announced About the Miro Acquisition?

On September 10, 2026, Bending Spoons announced an agreement to acquire Miro in an all-cash transaction at a $1.355 billion enterprise value. Including Miro’s net cash, the announcement puts equity value at approximately $1.79 billion. Closing is expected in the fourth quarter of 2026, subject to approvals and other conditions.

Certain shareholders agreed to invest $295 million of their proceeds in Bending Spoons equity. However, this does not establish that every employee has a cash-versus-stock election. The public announcement does not disclose the payout or treatment of every employee equity award.

For employees, the key question is therefore not simply the headline acquisition price. It is how the transaction applies to your specific shares, options, RSUs, and other awards.

How Much Will My Miro Shares or Options Be Worth?

Do not simply multiply your ownership percentage by the headline purchase price and assume that is your payout.

You need to understand the consideration payable for your particular share class, applicable transaction adjustments, and the treatment of your individual equity awards.

If you hold options, your exercise price is also important. Ask the stock administrator for a written breakdown showing:

  • The transaction value per share applicable to your award
  •  Your eligible share or option count and exercise price
  • Whether the award will be paid out, assumed, replaced, or cancelled
  •  Any vesting conditions, deductions, holdbacks, or payment dates

An old funding valuation or 409A value is not a substitute for this information. Enterprise value and equity value are also different measurements.

Before making a tax decision, make sure you know, what you actually own and what the transaction documents say you will receive.

 Will My Miro Payout Be Wages or Capital Gains?

The tax treatment depends heavily on the type of equity you hold and what happens to it in the acquisition.

The following is general U.S. federal tax treatment and does not represent confirmed Miro award terms:

What to review for taxes when you have:

  1. Unexercised NSOs: Exercising generally creates compensation income on the spread. A cash payment for surrendering the option generally produces compensation rather than stock-sale capital gain.
  2. Previously exercised ISOs: The grant and exercise dates determine whether the sale meets the ISO holding periods. A sale may result in capital gain, ordinary income, or both.
  3. Unsettled RSUs: A taxable cash or stock settlement generally creates compensation income. Service vesting and settlement may occur on different dates.
  4. Shares already delivered through: A subsequent sale generally creates capital gain or loss based on the adjusted  RSUs or an NSO exercise tax basis rather than treating the entire proceeds as gain. 

These distinctions are important under IRS guidance concerning stock options, equity compensation, basis, and option dispositions.

An unexercised ISO that is cancelled for cash is also different from selling shares acquired through an ISO exercise. Simply seeing the label “ISO” on an original grant does not mean the transaction automatically receives qualifying-disposition treatment.

Should I Exercise My Miro Options Before Closing?

Not automatically.

Before exercising, confirm whether an exercise is permitted or necessary and compare the potential after-tax outcomes.

For favorable ISO qualifying-disposition treatment, a sale generally must occur more than two years after the grant date and more than one year after the exercise date. Exercising shortly before a cash acquisition does not automatically turn the resulting proceeds into long-term capital gain. If the required holding periods are not satisfied, some of the gain may instead be treated as ordinary income.

There are other considerations as well.

You may need substantial cash to exercise the options. The transaction could also be delayed. Therefore, an exercise decision should not be based solely on the assumption that the acquisition will close on its currently expected schedule.

A better approach is to model the potential outcomes under different scenarios before exercising.

What Happens to ISO AMT If the Deal Closes—or Is Delayed?

ISO exercises can create an alternative minimum tax, or AMT, issue.

If you exercise ISOs and continue holding the shares through year-end, the exercise may create an AMT adjustment even though you have not yet sold the shares.

If the shares are exercised and disposed of during the same calendar year, the IRS generally does not require a separate ISO exercise adjustment for AMT. However, that does not mean the transaction is tax-free or that AMT cannot arise for other reasons.

For an employee considering an exercise in 2026, it can be useful to model at least two scenarios:

1. The acquisition closes in 2026.
2. The acquisition is delayed until 2027.

The difference can be significant because the year-end ownership position may affect the AMT calculation.

If you paid AMT because of an earlier ISO exercise, gather your prior Forms 6251 and 8801. A minimum-tax credit may be available, but selling the shares does not automatically mean all prior AMT will be refunded. The amount of credit that can be used depends on your tax calculation.

What Happens to Unvested or Double-Trigger RSUs?

Do not assume that an acquisition automatically accelerates every RSU.

Your award documents and acquisition documents should be reviewed to determine whether your RSUs will:

  • Settle at closing
  • Continue vesting
  • Convert into replacement awards
  • Be cancelled or forfeited

If your RSUs have both a service condition and a liquidity condition, ask specifically how each condition will be treated.

For federal income-tax purposes, ordinary RSU arrangements generally result in compensation income when cash or vested shares are delivered. Deferred arrangements and employment-tax timing can require additional analysis. An RSU grant itself is not eligible for an 83(b) election.

Will Payroll Withhold Enough Tax?

Not necessarily.

For eligible supplemental wages, employers may use a flat, 22% federal income-tax withholding rate. The portion of annual supplemental wages above $1 million is generally subject to mandatory 37% withholding, subject to the applicable employer-aggregation rules. Employers may also use an aggregate method where permitted.

These are withholding rules not necessarily your final tax liability.

Your actual tax bill can be affected by:

  • Salary
  • Bonuses
  • Equity compensation
  • Your spouse’s income if filing jointly
  • Prior stock sales
  • Estimated tax payments
  • Federal and state taxes

Before spending a large acquisition-related payout, consider getting a tax projection that incorporates your full-year income.

Do I Need an Estimated Tax Payment Before the Acquisition Closes?

The acquisition announcement itself does not create taxable acquisition proceeds.

However, income you have already received during the year, including an earlier tender-offer payment, may create an estimated-tax obligation.

Federal estimated-tax penalty protection generally involves paying 90% of current-year tax or 100% of prior-year tax. The prior-year threshold can increase to 110% when prior-year AGI exceeds $150,000, or $75,000 for married taxpayers filing separately. The applicable rules and installment timing matter.

If income is concentrated late in the year, the annualized-income method may also be relevant rather than assuming income was earned evenly throughout the year.

California has an important additional consideration. For taxpayers with current-year California AGI of at least $1 million—or $500,000 for married/RDP taxpayers filing separately—the prior-year-tax safe harbor is unavailable, and the calculation generally must use 90% of current-year tax.

What If I Moved Out of California?

Moving out of California does not automatically eliminate California tax exposure related to equity compensation.

Compensation attributable to California services may remain California-source income after you leave the state. A separate stock-sale capital gain can follow different sourcing rules.

If you moved, keep records of:

  • Your move date
  • Where you worked
  • Work-location history
  • Grant dates
  • Vesting dates
  • Exercise dates
  • Award agreements
  • Sale dates

The appropriate allocation depends on the particular award and taxable event. One blanket allocation should not be applied to every form of equity compensation.

What If My Payout Is Lower Than Expected?

A lower valuation does not automatically create a deductible tax loss.

For shares that are sold, the starting point is generally the comparison between the sale proceeds and your adjusted tax basis.

Capital losses generally offset capital gains first. If you have a remaining net capital loss, up to $3,000 can generally offset other income each year, or $1,500 for married taxpayers filing separately. Unused losses can generally be carried forward.

This means a large stock loss may not immediately offset a large wage or equity-compensation payout dollar-for-dollar.

What Should Miro Employees Gather Now?

Before reviewing your potential tax exposure, gather the documents that establish what you own and how it was acquired.

At a minimum, consider collecting:

1. Your current equity statement and grant agreements, including amendments.
2. The acquisition FAQ and individual award-treatment notice once available.
3. Exercise confirmations, Forms 3921, and any filed 83(b) elections.
4. Prior RSU settlement, tender-offer, and stock-sale records.
5. Recent paystubs and federal and state estimated-tax payment confirmations.
6. Prior tax returns, AMT-credit schedules, and work-location history if you moved.

You should also ask HR separately about employment changes, retention arrangements, and any post-employment exercise deadlines.

This tax discussion does not assume that Miro has announced layoffs or that your employment will end.

Get Clarity Before Making an Equity Decision

The Miro acquisition may create an important tax-planning opportunity for employees and former employees who continue to hold equity.

At Shruti CPA, we help technology employees understand how equity decisions can affect their broader tax picture. A focused review can evaluate award treatment, exercise scenarios, potential AMT, withholding shortfalls, and state-tax exposure.

The goal is practical: understand what you may receive, determine how much you may need to reserve for taxes, and identify deadlines that require action.

Email us at hello@shruticpa.com to book a tax planning review.

FAQs

Does the Miro acquisition announcement itself trigger a tax bill?

No. The announcement alone does not create taxable acquisition proceeds. Tax timing depends on events such as an option exercise, RSU settlement, or completed share sale. Earlier exercises and sales need to be reviewed separately.

Can I calculate my payout from the announced acquisition price?

Not reliably. You should obtain your individual award-treatment statement and determine the transaction value applicable to your shares. For options, the exercise price, vesting terms, and transaction adjustments can also affect the amount you receive.

Should I exercise my Miro ISOs now to get capital-gains treatment?

Not without comparing the alternatives. An exercise shortly before closing may leave insufficient time to satisfy the ISO holding periods. Retaining exercised shares through year-end can also create AMT exposure. Confirm the exercise deadline and consider modeling a delayed closing.

Will all my unvested RSUs be paid at closing?

Do not assume so. Your grant agreement and acquisition documents determine whether awards accelerate, continue vesting, convert, or are cancelled. Ask the stock administrator to confirm your vesting and settlement treatment in writing.

Will I get back the AMT I paid on an earlier ISO exercise?

Possibly over time, but a sale does not automatically refund prior AMT. A minimum-tax credit may be available, and the amount that can be used in a particular year depends on your tax calculation.

If taxes are withheld from my payout, can I spend the rest?

First compare the withholding with your projected total tax liability. Payroll withholding is an advance payment and may not cover your final federal and state taxes. Your other income and estimated payments also affect how much you should reserve.

Can California still tax my equity if I have moved away?

Yes, potentially. Compensation attributable to California work may remain taxable in California after you move. Stock-sale capital gains can follow different sourcing rules, so your residency and work history should be reviewed separately for each award.

Can former Miro employees benefit from a tax review?

Yes. If you still hold Miro shares or outstanding awards, gather your equity statement, exercise records, prior tax returns, and transaction notices. You should also ask the stock administrator to confirm which holdings remain eligible and whether any action deadline applies.

Leveraged Foreign-Currency Deposits: What High-Income U.S. Taxpayers Need to Know

Client Operations Coordinator on August 31, 2026

A leveraged foreign-currency deposit can look attractive on paper. A foreign bank may allow an investor to contribute a portion of the funds while borrowing the remainder, with the combined amount placed into a fixed foreign-currency deposit.

The advertised return, however, is only one part of the equation.

For high-income U.S. taxpayers, a leveraged foreign deposit(Foreign Currency Non Resident (FCNR) Deposits) can create significant federal and state tax considerations, investment-interest deduction limitations, Net Investment Income Tax exposure, and foreign-account reporting requirements. The tax treatment can substantially change the investment’s actual after-tax return.

Before investing, taxpayers should understand not only how the strategy works, but also how the income, loan interest, account balances, and reporting requirements may appear on a U.S. tax return.

What Is a Leveraged Foreign-Currency Deposit?

A typical leveraged foreign-currency deposit arrangement works like this:

  1. The investor contributes personal funds.
  2. The foreign bank provides a loan based on the investor’s contribution.
  3. The investor’s funds and the borrowed funds are combined and placed into a larger foreign-currency deposit.
  4. The deposit is pledged as collateral for the loan.
  5. At maturity, the deposit is used to repay the loan principal and interest.
  6. The investor keeps the remaining amount.

The potential economic return comes from the difference between the interest earned on the larger deposit and the interest charged on the borrowed funds.

For example, an investor might contribute $100,000 while the bank provides $900,000 of financing, creating a $1 million deposit. The investor’s potential return is therefore based on the larger deposit rather than solely on the investor’s original $100,000 contribution.

But leverage also magnifies the tax and reporting considerations.

Foreign Deposit Interest Is Generally Taxable in the U.S.

U.S. citizens and resident aliens are generally taxed on worldwide income. That means interest earned from a foreign bank deposit generally must be reported on a U.S. tax return.

This generally applies even if:

  • The foreign country does not tax the interest.
  • The foreign bank does not issue Form 1099-INT.
  • The interest remains inside the foreign account.
  • The deposit is denominated in U.S. dollars.

Foreign deposit interest is generally reported as interest income on Schedule B rather than simply reporting the net economic profit after subtracting the related loan interest.

For high-income taxpayers, the income may also be affected by:

  • Federal ordinary income tax.
  • The 3.8% Net Investment Income Tax.
  • State income tax.

California residents should pay particular attention because California generally taxes worldwide interest income earned by residents and does not provide a preferential rate for ordinary bank interest.

Can the Loan Interest Be Deducted?

Potentially—but the deduction is not automatic.

When borrowed funds are used to acquire an investment, the related interest may qualify as investment interest expense under Internal Revenue Code Section 163(d). The key issue is how the loan proceeds were actually used.

When the borrowed funds are directly deposited into the income-producing foreign deposit, the taxpayer may generally:

  1. Report the full foreign interest income on Schedule B.
  2. Calculate the allowable investment-interest deduction on Form 4952.
  3. Claim the allowable deduction as an itemized deduction on Schedule A.

California taxpayers may also need to consider California-specific reporting and deduction rules, including Form FTB 3526.

The investment-interest deduction is generally limited by the taxpayer’s net investment income. W-2 wages do not count as investment income for this limitation, and unused investment interest can generally be carried forward.

This means an investor should not assume that every dollar of loan interest will immediately reduce taxable income.

Why Loan Tracing Matters

One of the most important issues in a leveraged deposit arrangement is documenting exactly where the borrowed funds went.

The strongest documentation generally shows a direct movement of the loan proceeds into the designated investment deposit. The funds should not be routed through a personal checking account, mixed with ordinary savings or salary, or temporarily used for personal expenses.

Ideally, the transaction should clearly demonstrate:

Customer contribution + bank loan proceeds → designated foreign deposit

If the bank creates the loan and deposit through simultaneous internal entries, the taxpayer should consider requesting written confirmation that the loan proceeds were deposited directly into the identified foreign account and were not available for personal use.

Important records to retain include:

  • The executed loan agreement.
  • Deposit-opening confirmation.
  • Loan-disbursement records.
  • Documentation connecting the loan and deposit account numbers.
  • Evidence that the deposit is pledged as collateral.
  • Annual deposit-interest statements.
  • Annual loan-interest statements.
  • Records of the taxpayer’s personal contribution.

Ownership should also be consistent. If the loan is in one spouse’s name while the deposit is owned by the other spouse, additional analysis and documentation may be necessary.

Tax Timing Can Create a Cash-Flow Problem

Another important issue is when the income becomes taxable versus when the related loan interest becomes deductible.

Before investing, review the agreements carefully to determine:

  • When deposit interest is credited.
  • Whether interest is credited annually or only at maturity.
  • Whether credited interest can be withdrawn.
  • When loan interest is paid.
  • Whether loan interest is accrued, capitalized, or withheld at maturity.
  • What happens if the deposit is closed early.

A cash-basis taxpayer may face a particularly difficult situation if foreign deposit interest must be reported annually while the related loan interest is not treated as paid until maturity.

In that situation, the taxpayer could owe U.S. tax for several years without receiving the corresponding cash or being able to use the related interest deduction immediately.

This is why the investment should be evaluated based on annual after-tax cash flow, not simply the projected return over the entire investment period.

Foreign-Account Reporting: FBAR and Form 8938

A  leveraged foreign-currency deposit can also create significant information-reporting obligations.

Depending on the taxpayer’s circumstances, the account may need to be disclosed through:

  • Schedule B, Part III.
  • FinCEN Form 114, commonly known as the FBAR.
  • Form 8938, Statement of Specified Foreign Financial Assets.

These reporting requirements are separate. Filing Form 8938 does not replace the FBAR, and filing the FBAR does not replace Form 8938.

Does the Loan Reduce the Reportable Account Value?

Generally, no.

Foreign-account reporting can be based on the gross maximum value of the account, rather than the investor’s net equity after considering the associated loan.

For example, suppose:

  • Personal contribution: $100,000
  • Bank loan: $900,000
  • Foreign deposit: $1,000,000

The potentially reportable account value may be approximately $1 million, rather than only the investor’s $100,000 contribution.

Taxpayers should therefore maintain records of the maximum account value and the applicable exchange rates for each calendar year.

Estimated Taxes May Need to Be Adjusted

Foreign banks generally do not withhold U.S. income tax.

For a high-income taxpayer, the additional foreign interest income may therefore require adjustments to federal and state tax payments. Depending on the circumstances, the taxpayer may need to:

  • Increase payroll withholding.
  • Make quarterly estimated-tax payments.
  • Review federal and state estimated-tax safe harbors.
  • Include potential Net Investment Income Tax in the projection.

Waiting until the annual tax return is prepared can create an unexpectedly large balance due and potentially result in underpayment penalties.

What Should You Review Before Investing?

Before entering a leveraged foreign-currency deposit arrangement, obtain and review the complete documentation.

At a minimum, consider reviewing:

  1. The deposit agreement.
  2. The loan agreement and sanction letter.
  3. Deposit and loan compounding schedules.
  4. Written confirmation of fixed rates, if applicable.
  5. Interest-crediting and loan-payment provisions.
  6. Early-closure, default, and collateral provisions.
  7. Documentation showing how the loan proceeds were used.
  8. The identity and jurisdiction of the lending institution.
  9. Annual tax and account-reporting documents from the bank.
  10. A personalized federal and state tax projection.

Example: Why the Headline Yield May Be Misleading

Imagine a foreign bank promotes a leveraged deposit with an attractive headline yield.

An investor sees the potential interest earned on the full deposit and assumes the advertised rate represents the investment’s return.

But the actual result may be affected by:

  • Foreign deposit interest
  • Federal income tax
  •  3.8% Net Investment Income Tax, if applicable
  • State income tax
  • Loan interest
  • Potential investment-interest deduction limitations
  • Foreign-account compliance costs
  • Currency-related considerations
  • Timing of income and deductions

The result can be substantially different from the headline yield.

The correct question is therefore not:

“What interest rate does the bank advertise?”

Instead, ask:

“What is my projected after-tax compound return and annual cash flow after considering all U.S. tax consequences?”

FAQs

1. Is foreign fixed-deposit interest taxable in the United States?

Generally, yes. U.S. citizens and resident aliens generally report worldwide income, including interest earned from foreign fixed deposits. The interest may be taxable in the United States even if it is exempt from tax in the foreign country.

2. Is FCNR interest automatically tax-free for a U.S. taxpayer?

No. “Tax-free” treatment in another country does not automatically create a U.S. tax exemption. A U.S. taxpayer generally must consider the interest as part of worldwide income and may also have state tax obligations.

3. Where is foreign bank interest reported?

Foreign bank interest is generally reported as taxable interest on Schedule B. The income generally must be reported even when the foreign bank does not issue Form 1099-INT.

4.Can leveraged-deposit loan interest be deducted?

It may qualify as investment interest when the borrowed funds are properly traceable to an income-producing investment. The taxpayer generally uses Form 4952 to calculate the allowable deduction.

5. Can investment interest reduce W-2 income?

An allowable investment-interest deduction can reduce taxable income, but W-2 wages do not count as investment income for purposes of the investment-interest limitation. Sufficient qualifying investment income may be needed to use the deduction currently.

6. What happens if the investment-interest deduction is limited?

The unused amount can generally be carried forward. However, a carryforward does not eliminate the immediate cash-flow issue created when tax is due before the deduction can be fully used.

7.Does the 3.8% Net Investment Income Tax apply?

It may. Interest is generally included in net investment income, and high-income taxpayers may be subject to the 3.8% Net Investment Income Tax. Properly allocable investment-interest expense may affect the calculation, subject to the applicable rules.

📅 Book a consultation today to prepare for the 2026 tax year with confidence.

Book an FCNR Tax Consultation Before You Invest