Why do I control fewer shares after I exercise my NQSOs in a sell to cover transaction?

When you exercise, you have to pay the strike price of the options and statutory tax withholding rates on the gain. Most people use a “sell-to-cover” or “net exercise,” where the company keeps a portion of the shares to pay those costs. This leaves you with a smaller number of shares as compared to the exercised option grant that are now subject to the market.