Reporting & compliance
K-1 vs. 1099: What Tax Form to Expect
Which form you get depends entirely on structure — and most direct secondaries generate no form at all.
What it is
A K-1 reports your share of income or loss from a pass-through entity — the form an SPV or fund investor typically receives. A 1099 (specifically 1099-B for broker transactions) is issued by a broker-dealer on a sale. Private company stock sold directly, shareholder to shareholder, generally doesn't go through a broker in the IRS sense, so no 1099-B is typically issued at all.
Why it matters for a secondary
Buying through an SPV means a K-1 — often arriving months later than a W-2, sometimes requiring you to file an extension. Buying or selling direct shares typically means no automatic tax form whatsoever: you're fully responsible for tracking and reporting the transaction yourself.
Quick facts
- SPV or fund structure
- K-1, often issued Feb–Sep, commonly needs an extension
- Direct share purchase or sale
- Usually no tax form issued — self-reported
- Company-run tender via a broker-dealer
- May generate a 1099-B — confirm with the tender administrator
Common mistake: Assuming that receiving no tax form means there's no reporting obligation — a direct secondary sale still must be reported on your own return even with nothing issued to you.