Stock Warrant

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 2,665 reviews

Jump to Section

Need help with a Stock Warrant?

Post Project Now

Post Your Project (It's Free)

Get Bids to Compare

 Hire Your Lawyer

Stock warrants are an excellent way to attract top investors without diluting your company’s publicly traded shares. However, legal and financial implications surround them, including tax treatment, timing, and terms. A well-drafted stock warrant will protect your economic interests while ensuring that you present a sensible agreement to prospective investors

The article below outlines the least you should know about stock warrants:

What is a Stock Warrant?

Stock warrants are securities instruments issued by companies that trade on the stock exchange. The stock warrant holder, typically an investor, has the right to trade at a specific strike price before a previously agreed-upon expiration date. If the investor doesn’t exercise their stock warrant rights, they no longer have the right to use them.

There are three types of stock warrants:

  • Call warrants
  • Put warrants
  • Sell warrants

All three types have expiration dates and strike prices. There are several degrees of value and risk, including traditional, naked, wedded, and covered warrants.

It’s worth noting that warrants do not imply actual stock ownership. Instead, they give investors the right to purchase them at the stated strike price in the future.

Here is an article that further defines stock warrants.

How Do Stock Warrants Work?

Stock warrants give investors the right to purchase company stock at a future date. Essentially, you offer stock warrant shares to investors at a price much lower than the current market value. However, you do not issue the shares at the time of presenting the stock warrant.

Instead, your stock warrant acts as a promise to uphold the strike price upon the investor’s discretion to exercise their call rights. They must exercise their rights before the strike date for them to retain or generate value. Upon exercising these rights, the company holds a duty of honor and upholds the original agreement.

Examples of How Stock Warrants Work

The most practical way to understand how stock warrants work is through a concrete example as described below:

  • Tena Co. trades stocks at $10 per share in January 2021
  • Tena Co. lists the strike price at $15 per share, an expiration date of January 1, 2026, and a warrant price of $1
  • Terry Blakely, an investor, receives 100 shares at the time of investing
  • Terry decides to exercise their stock warrants at some point
  • At the time of exercise, Tena’s stock is $15 per share
  • Terry pays $100 to receive their 100 shares
  • Terry’s stocks are worth $1,500 due to market value
  • Terry’s net gains are $1,400
  • All stock warrants that go unexercised after January 1, 2021 are no longer eligible for trades

This article features an example of a stock warrant.

Meet some lawyers on our platform

Max M.

102 projects on CC
View Profile

Kristen R.

27 projects on CC
View Profile

Richard N.

77 projects on CC
View Profile

Tabetha H.

10 projects on CC
View Profile

What Happens When a Stock Warrant is Called?

A holder has the right to buy a stock at the strike price when a stock warrant is called. This outcome contrasts with another type of transaction where the stock warrant is sold at that same price. Sell warrants permit the holder to sell their stocks at the strike price if the market value falls below it.

Calling a stock warrant is a bit of a strategic decision on behalf of the holder. As company stock prices rise, so does the value of the stock warrant. However, investors must also consider the expiration date and timing of their call within that period.

Stock Warrants vs. Stock Options

Stock warrants are similar to stock options, but they differ in a few key ways. The most crucial difference between stock warrants and stock options is that the company issues stock warrants, while traders on the secondary market issue stock options.

Here are a few other key differences between stock warrants vs. stock options:


You may only trade existing market shares with stock options. When exchanged, the company doesn’t receive any proceeds from the transaction due to the lower strike price offered initially. However, the company didn’t have to dilute its shares, which lowers a stock’s value.


Stock warrants commonly last between five and fifteen years and can be better for long-term investments. Stock options typically exist for a few months or years, have more significant restrictions, and are better for short-term investments.


Stock warrants offer more flexibility than stock options. The stock warrant covers an unlimited number of shares, while stock options have a set number of shares issued.


Stock options and stock warrants differ in their tax treatment. Unlike stock options, stock warrants do not offer preferential tax treatments. Exercising stock warrants results in taxable income that amounts to the difference between the strike price and the share price, minus the cost basis.

ContractsCounsel Stock Warrant Image

Image via Pexels by

When Are Stock Warrants Used?

Companies generally offer stock warrants as a way to raise capital without reducing the value of their shares. However, they may offer them to investors for a variety of others reasons. Offering company stock at a discount can increase reliability without hurting the company’s bottom line.

Stock warrants are similar to restricted stock in the sense that they are often vested . Companies can offer investors stock warrants, restricted stock units, or a combination of the two. The strategy you implement will depend upon your industry, products or services, target market, and current market conditions.

When to Exercise Stock Warrants

The best strategy for exercising warrants is waiting until the company is financially stable and shortly after that. Doing so allows you to treat the income as long-term capital gains. If the company gets bought after exercise, investors could be looking at higher taxes that were previously avoidable.

Taxes & Stock Warrants – What To Know

It is normal for companies to offer stock warrants to attract new investors. However, it’s essential to keep in mind that they are taxed in the same manner as if they had received a stock option. Many investors fail to make this distinction, which can result in confusion and frustration down the road.

Consider the following if you receive or offer stock warrants to investors:

  1. The warrant’s exercise price should be equal to fair market value (FMV) on the date of grant to avoid Section 409A taxes
  2. FMV excess is taxed like regular income when exercising the warrant
  3. Investors need to withhold income and employment tax at the time of exercise

Another example can help us pull this concept into closer focus:

Example of Taxes & Stock Warrants

Let’s pretend that your company offered an investor 50 warrant stocks for $500. If that investor exercises a warrant with a strike price of $50 per share, then their total investment is $3,000. The market’s price on the exercise day is $75, which means that shares are now worth $3,750.

The difference is $750. Since the investor didn’t own the stock before exercising the warrants, the Internal Revenue Service (IRS) treats the amount as ordinary income rather than a long-term capital gains tax. The tax implications surrounding stock warrants should be discussed with a legal professional.

Get Help with Stock Warrants

Stock warrants have several terms and conditions that influence your company’s leadership as well as your bottom line. Securities lawyers have experience in helping companies like yours and possess a strong command of the laws surrounding this type of offering. Get help with stock warrants by working with a legal professional in your state today.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Stock Warrant Lawyers

View Matthew
Member Since:
November 6, 2020

Matthew R.

Free Consultation
Get Free Proposal
Denver, Colorado
15 Yrs Experience
Licensed in CO, OH
Case Western Reserve University

I am an attorney located in Denver, Colorado with 13 years of experience working with individuals and businesses of all sizes. My primary areas of practice are general corporate/business law, real estate, commercial transactions and agreements, and M&A. I strive to provide exceptional representation at a reasonable price.

View Christopher
Member Since:
November 7, 2020

Christopher S.

Free Consultation
Get Free Proposal
Toledo, Ohio
5 Yrs Experience
Licensed in OH
University of Toledo

Chris Sawan is a JD/CPA who practices in the area of business law, contracts and franchising in the State of Ohio.

View Elizabeth
Member Since:
November 23, 2020

Elizabeth C.

Contracts Specialist
Free Consultation
Get Free Proposal
Sarasota, FL
13 Yrs Experience
Licensed in NJ, NY
Quinnipiac University School of Law

As an experienced contracts professional, I offer an affordable method to have your contracts reviewed! With my review of your contract, you can understand and reduce risks, negotiate better terms, and be your own advocate. I am an Attorney, Board Member, and Freelance Writer with a Bachelor of Arts degree, magna cum laude, in Film, Television and Theatre (“FTT”) from The University of Notre Dame. I was awarded The Catherine Hicks Award for outstanding work in FTT as voted on by the faculty. I graduated, cum laude, from Quinnipiac University School of Law, where I earned several awards for academics and for my work in the Mock Trial and Moot Court Honor Societies. Additionally, in my career, I have had much success as an in-house Corporate Attorney with a broad range of generalist experience and experience in handling a wide variety of legal matters of moderate to high exposure and complexity. My main focus in my legal career has been contract drafting, review, and negotiation. I also have a background in real estate, hospitality, sales, and sports and entertainment, among other things.

View Elizabeth
Member Since:
January 21, 2021

Elizabeth R.

Free Consultation
Get Free Proposal
Columbus, Ohio
11 Yrs Experience
Licensed in FL, OH
Florida International University School of Law

Elizabeth is an experienced attorney with a demonstrated history of handling transactional legal matters for a wide range of small businesses and entrepreneurs, with a distinct understanding of dental and medical practices. Elizabeth also earned a BBA in Accounting, giving her unique perspective about the financial considerations her clients encounter regularly while navigating the legal and business environments. Elizabeth is highly responsive, personable and has great attention to detail. She is also fluent in Spanish.

View Abby
Member Since:
December 8, 2020

Abby V.

Free Consultation
Get Free Proposal
Washington, DC
15 Yrs Experience
Licensed in DC, NJ, NY
Loyola University Chicago School of Law

Abby is an attorney and public policy specialist who has fused together her experience as an advocate, education in economics and public health, and passion for working with animals to create healthier communities for people and animals alike. At Opening Doors PLLC, she helps housing providers ensure the integrity of animal accommodation requests, comply with fair housing requirements, and implement safer pet policies. Abby also assists residents with their pet-related housing problems and works with community stakeholders to increase housing stability in underserved communities. She is a nationally-recognized expert in animal accommodation laws and her work has been featured in The Washington Post, USA Today, Bloomberg, and Cosmopolitan magazine.

View Brit
Member Since:
December 30, 2020

Brit B.

General Counsel
Free Consultation
Get Free Proposal
Remote (company based in Houston)
8 Yrs Experience
Licensed in TX
University of Maryland, School of Law

First in-house counsel for small TX-based company operating in the Middle East. Experienced with drafting, revising, and editing a variety of domestic and international contracts.

View Matan
Member Since:
January 5, 2021

Matan S.

Free Consultation
Get Free Proposal
Philadelphia, PA
9 Yrs Experience
Licensed in NJ, PA

Matan is an experienced M&A, corporate, tax and real estate attorney advising closely held businesses, technology start ups, service businesses, and manufacturers in purchases, sales, and other exit strategies. Matan works with founders and first-and-second generation owners to strategically transition businesses.

Find the best lawyer for your project

Browse Lawyers Now

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call