What Does Box 12 Code V Mean on a W-2?
Income from exercising nonstatutory stock options. What it means, whether it is taxable, and what to do with it.
By the Easy Guides Editorial Team · Updated for 2026
Box 12 Code V is income from exercising nonstatutory stock options.
What Code V means
The spread you realised when you exercised nonstatutory stock options, meaning the difference between what you paid and what the shares were worth.
Does Code V affect my taxes?
This income is already included in boxes 1, 3, and 5. Code V just identifies how much of your wages came from the exercise.
What to do about it
Watch your cost basis when you sell the shares. Because the spread was already taxed as wages, reporting the sale without adjusting basis is a common way people accidentally pay tax twice on the same money.
Where to find Code V on your W-2
Look at box 12, in the middle-right of the form. It has up to four lines, labelled 12a, 12b, 12c and 12d. Those letters are only line labels. The code you want is the small letter or pair of letters printed next to the amount, and it will read V. If you have more than four entries, your employer issues a second W-2 to carry the rest.
Not the code you were looking for? The full box 12 code list covers every letter, and the W-2 box decoder explains every box on the form.