Miro Acquisition: What Employees Should Know About Stock Options, RSUs and Taxes
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:
- 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.
- 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.
- Unsettled RSUs: A taxable cash or stock settlement generally creates compensation income. Service vesting and settlement may occur on different dates.
- 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
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.
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.
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.
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.
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.
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.
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.
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.