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3M Employees: Strategic Ways to Reduce Capital Gains on Appreciated Stock

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Healthcare Provider Update: Healthcare Provider for 3M: 3M does not directly provide healthcare services but has a significant stake in the healthcare sector through its Health Care business, which will operate as Solventum following its spin-off. Solventum focuses on various healthcare innovations, including medical devices, pharmaceuticals, and health information systems, positioning itself as a critical player in improving patient outcomes and healthcare delivery. Potential Healthcare Cost Increases in 2026: As the healthcare landscape faces an impending crisis, projections indicate that healthcare costs may surge significantly in 2026, with some states expecting premium hikes surpassing 60% - primarily as a result of the potential expiration of enhanced federal subsidies for ACA plans. This situation, compounded by rising medical costs and aggressive rate increases from leading insurers, could lead to a staggering average out-of-pocket premium increase of 75% for 92% of marketplace enrollees, making affordable healthcare increasingly elusive for millions. Stakeholders will need to navigate these changes carefully to mitigate financial impacts on consumers. Click here to learn more

'3M employees can benefit from understanding that strategies like a Section 351 exchange, charitable donations, and tax loss harvesting may work together to help manage appreciated stock efficiently while aligning with broader long-term financial goals.' – Tyson Mavar, a representative of The Retirement Group, a division of Wealth Enhancement.

'3M employees should recognize that thoughtful planning with tools such as Section 351 exchanges, gifting strategies, and tax loss harvesting can help them manage highly appreciated stock while supporting both personal and philanthropic objectives.' – Wesley Boudreaux, a representative of The Retirement Group, a division of Wealth Enhancement.

In this article we will discuss:

  1. How a Section 351 exchange can defer capital gains on highly appreciated stock.

  2. Alternative tax-efficient strategies such as charitable donations, tax loss harvesting, and gifting.

  3. The role of inheritance rules, step-up in basis, and combined approaches in long-term tax planning.

A Tax-Aware Q&A on How to Manage Highly Appreciated Stock

From the Section 351 exchange to other practical approaches, this Q&A addresses key considerations 3M employees may encounter when dealing with highly appreciated shares.

Section 351 Exchange: The Fundamental Approach

Q: What is an exchange under Section 351?
A: Under certain circumstances, an investor may transfer property, such as highly appreciated shares, to a company in exchange for its stock under a provision of the Internal Revenue Code that allows the deferral of capital gains or losses.

Q: What is the primary advantage of exchanging my appreciated stock through a Section 351 exchange?
A: The main advantage is tax deferral. Gains transferred to corporations may be postponed under Section 351, though this applies only if specific diversification requirements are met, especially when transferring to investment companies like exchange-traded funds (ETFs). 1

Q: What is meant by the “Control Test”?
A: The investor or group of investors who use their portfolio assets to fund the new entity must own at least 80% of the voting power and 80% of the total number of shares of all other classes of stock in the new company immediately after the exchange. 1

Q: When seeding an ETF, how is the Control Test usually satisfied?
A: It is typically satisfied by either a single substantial investor making a significant asset contribution or multiple investors pooling assets to create a seeding pool for the ETF’s launch.

Q: What is the ultimate tax payment date for the deferred gain?
A: The deferred gain is recognized when the ETF shares acquired through the exchange are sold; distributions from taxable funds must also be reported in the meantime.

Other Tax-Efficient Techniques

Q: What is a straightforward method, aside from a Section 351 exchange, to sell highly appreciated shares without incurring large taxes?
A: Donating shares directly to a qualified charity is one option that some 3M employees may benefit from.

Q: What tax advantages come with donating valuable stock to a charity?
A: Subject to holding period and adjusted gross income (AGI) limits, you can bypass capital gains taxes on the appreciation and may receive an income tax deduction for the stock’s full fair market value.

Q: What is a Donor-Advised Fund (DAF)?
A: A DAF allows you to donate appreciated stock, receive an immediate tax deduction, and then recommend grants to charities over time, while the assets in the DAF grow without tax impact. 2

Q: Can I give a family member my appreciated stock as a gift?
A: Yes. In most cases, the cost basis from the donor carries over to the recipient.

Q: Why would I give a family member in a lower tax bracket appreciated stock?
A: If they sell the stock, the lower income could result in a reduced capital gains rate, potentially as low as 0% for long-term gains. 3

Tax Loss Harvesting and Other Approaches

Q: What is harvesting tax losses?
A: Selling investments at a loss to offset gains from other sales is known as tax loss harvesting, a strategy sometimes considered by 3M employees seeking opportunities to leverage bouts of market volatility. 

Q: Can I deduct a certain amount of loss from my regular income?
A: Yes. If your capital losses exceed your gains, you can use up to $3,000 per year ($1,500 if married filing separately) to offset ordinary income, with remaining losses carried forward indefinitely. 4

Q: What is a Qualified Opportunity Fund (QOF)?
A: A QOF provides investors with tax incentives for investing in tracts of land designated as 'opportunity zones'. Capital gains reinvested in a QOF within 180 days of being realized can be temporarily tax deferred, while QOF investments helpd for at least 10 years may confer a permanent capital gains exclusion. 5  That said, 2025 legislation changes may prompt IRS updates to this rule.

Inheritance and Step-Up in Basis

Q: What is meant by a “step-up in basis”?
A: This adjusts an inherited asset’s cost basis to its fair market value at the time of the owner’s death, eliminating capital gains accumulated during their lifetime. 6

Q: If I gift shares while living, will I receive a step-up in basis?
A: No. The original cost basis transfers to the recipient without adjustment.

Determining the Right Strategy

Q: What is the best course of action for me?
A: The most suitable approach will depend on factors such as your gain size, income level, charitable intentions, and liquidity needs.

Q: Do any of these strategies call for professional guidance?
A: Yes. Given the complexity of the tax code, working with a qualified financial advisor and tax professional is strongly recommended before implementing these strategies.

Q: Is it possible to combine these strategies?
A: Yes. For example, you might execute a Section 351 exchange on part of your portfolio for tax-deferred rebalancing while donating another portion to a DAF for an immediate deduction.

Q: Is there a loophole in the Section 351 exchange?
A: No. This is a legitimate tax code provision designed for corporate restructuring and adapted for use in the ETF market. It is intended for tax deferral, not permanent tax elimination.

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Sources:

1. Kitces. ' Using Section 351 Exchanges to Tax-Efficiently Reallocate Portfolios With Embedded Gains ,' by Ben Henry-Moreland and Brent Sullivan. 12 Mar. 2025. 

2. Kiplinger. “ A Donor-Advised Fund Can Give Your Charitable Giving a Boost ,” by Samuel Gaeta. 9 May 2024.

3. Internal Revenue Service. “ Topic No. 409, Capital Gains and Losses .”  IRS.gov , 8 July 2025.

4. Wealth Enhancement. ' 6 Essential Tax-Loss Harvesting Tips ,' by Jim Wiley. 6 April 2022. 

5. Congressional Research Service. ' Tax Incentives for Opportunity Zones ,' by Donald Marples. 26 Apr. 2022. 

6. Investopedia. “ Carryover Basis: What It Is, How It Works, Gift Taxes ,” by Julia Kagan. 16 Jan. 2023.

Given the recent decision by 3M to freeze its pension plans for non-union employees effective December 31, 2028, how should employees prepare for this significant change? What resources and strategies can they explore to ensure they are financially secure during retirement, considering the shift from traditional pension benefits at 3M to 401(k) plans?

Preparation for Pension Freeze at 3M: As 3M plans to freeze its pension plans for non-union employees by the end of 2028, employees should begin by assessing their current pension benefits and understanding how much they will have accrued by the freeze date. It's advisable for employees to consult financial advisors to discuss alternative retirement savings strategies, such as IRAs or other investment vehicles. Additionally, employees should take advantage of the company's matching contributions to 401(k) plans and consider increasing their contributions to maximize their retirement savings.

With 3M transitioning from a pension-based retirement system to a 401(k) structure, what implications does this have for employee contributions and investment options? How can 3M employees utilize the flexibility offered by 401(k) plans to align with their individual retirement goals, and what specific considerations should they keep in mind when selecting investments?

Implications for Employee Contributions at 3M: With 3M transitioning to a 401(k) model, employees will have more control over their retirement investments. This shift means that employees need to be more proactive in selecting investment options that align with their retirement goals. Employees should consider factors like risk tolerance, time horizon, and financial goals when selecting investments. Utilizing tools and resources offered by 3M, such as financial planning services and investment education workshops, can help employees make informed decisions.

How will the freeze on accrual of pension benefits affect the retirement planning process for employees who have been with 3M for many years compared to newer employees? What unique challenges might long-term employees face as they transition from relying on defined benefits to managing their retirement accounts through 3M?

Impact on Long-term vs. New Employees: Long-term 3M employees who have accrued significant pension benefits might find the transition challenging as they shift from a defined benefit to a defined contribution plan. These employees should review their projected pension payouts and consider additional savings or investment strategies to cover any shortfalls. Newer employees might be less affected as they have less accrued in the pension plan and potentially more time to adjust their savings strategies in the 401(k) plan.

What educational resources are available through 3M to assist employees in understanding their retirement plan options following the pension freeze? How can employees leverage these resources to make informed decisions about their future and ensure that they understand the differences between the pension plan and their new 401(k) options?

Educational Resources at 3M: 3M is likely to offer a range of educational resources to help employees understand their new retirement plan options. Employees should look out for seminars, webinars, and one-on-one counseling opportunities that can provide guidance on navigating the changes. The HR department at 3M will also be a valuable resource for accessing personalized advice and detailed explanations of the differences between the old pension plans and the new 401(k) options.

In light of the recent changes to 3M's pension structure, what steps can employees take to maximize their retirement savings over the next five years before the freeze takes effect? What savings strategies are recommended for 3M employees to ensure that they are adequately prepared for retirement given this significant policy change?

Educational Resources at 3M: 3M is likely to offer a range of educational resources to help employees understand their new retirement plan options. Employees should look out for seminars, webinars, and one-on-one counseling opportunities that can provide guidance on navigating the changes. The HR department at 3M will also be a valuable resource for accessing personalized advice and detailed explanations of the differences between the old pension plans and the new 401(k) options.

How does the decision by 3M to move to a 401(k) retirement model reflect broader trends in the corporate world regarding pension plans? What are the potential benefits and drawbacks of this shift from both the company’s and the employees’ perspectives, and how can employees navigate this changing landscape?

Broader Trends in Pension Plans: 3M's decision reflects a broader trend in the corporate world where companies are shifting from defined benefit pension plans to defined contribution plans like 401(k)s. This shift allows companies to reduce the volatility of pension liabilities on their balance sheets and provides employees with potentially higher returns on their retirement savings, albeit with higher risks. Employees need to become more financially literate to navigate this landscape effectively.

What mechanisms does 3M have in place to provide ongoing communication and support regarding the changes to the pension plan? How can employees at 3M stay informed about updates and optimally utilize company meetings or counseling sessions to address their retirement concerns?

Ongoing Communication and Support at 3M: 3M is expected to provide ongoing communication and support to employees regarding the pension changes. Regular updates, FAQs, and dedicated channels for raising concerns, such as HR hotlines or dedicated email addresses, will be crucial. Attending scheduled meetings and participating in counseling sessions can help employees stay informed and prepare adequately for the future.

As the pension plans at 3M are frozen, what options do employees have if they are uncertain about their retirement strategy? How can 3M's HR department assist employees in evaluating their current financial situations and developing customized retirement plans?

Options for Uncertain Employees: For employees uncertain about their retirement strategy post-pension freeze, 3M's HR department can provide significant assistance. HR can offer tools for financial modeling and planning, assist in setting up meetings with financial planners, and provide detailed comparisons of various retirement strategies. Employees should actively seek out these resources and engage with HR to build a personalized retirement plan.

How will the freeze of pension plans impact the overall financial stability of 3M retirees, and what considerations should current employees keep in mind as they anticipate retirement? How does this shift align with 3M’s commitment to employee welfare and long-term planning for their staff?

Impact on Financial Stability of Retirees: The freeze of the pension plans at 3M could impact the financial stability of retirees, especially those close to retirement who have less time to adjust their savings strategies. Employees should review their anticipated income from the pension plan and assess any potential shortfalls. Diversifying investments and seeking ways to generate additional income during retirement can help mitigate the impact of the pension freeze.

If employees at 3M wish to engage with the company's Human Resources department to gain clarity on the new pension and retirement policy implementations, what is the most effective way to reach out? How can 3M staff gain access to additional support and resources related to their retirement options?

Engaging with HR for Clarity: Employees seeking clarity on the new pension and retirement policies at 3M should reach out to the HR department effectively. Utilizing company-provided channels such as HR portals, direct emails, or scheduled office hours can facilitate better understanding and access to resources. Engaging in open dialogues during HR-led sessions or through direct consultations can help employees gain the necessary support and guidance.

With the current political climate we are in it is important to keep up with current news and remain knowledgeable about your benefits.
Transition to 401(k) plan, pension freeze by 2028, annuity transfer in 2024 covering $2.5B obligations for 23,000 retirees.
3M offers RSUs to its executives and eligible employees as part of its long-term incentive plan. RSUs vest over time and are intended to align employees' interests with shareholders.
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For more information you can reach the plan administrator for 3M at 3M Center St. Paul, MN 55144-1000; or by calling them at (651) 733-1110.

*Please see disclaimer for more information

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