If you have employer stock inside a qualified retirement plan (most commonly a 401(k), profit-sharing plan, or ESOP), the Net Unrealized Appreciation (“NUA”) rules can let you shift part of what would otherwise be ordinary income into long-term capital gains. This sometimes producing meaningful lifetime tax savings. With that said, NUA is not always good. It’s a tax election with strict rules, cash-flow implications, and real portfolio risk. Below is a practical, decision-oriented overview, with specific IRS authority and two numeric examples.