Restricted Stock Units – RSU Vesting & Taxation For Dummies

By NexGen Support Team

November 10, 2023

Restricted Stock Units – RSU Vesting & Taxation For Dummies

Restricted Stock Units (RSUs): A Comprehensive Guide for Financial Well-being

Did your employer offer you restricted stock units (RSUs)? Need to know if they are good or bad for your financial well-being? This comprehensive guide will give you all the information you need about RSUs. You can very well call it RSU for Dummies!

What Are Restricted Stock Units (RSUs)?

Restricted Stock Units (RSUs) are part of equity compensation offered by the companies to their employees. RSUs are a promise from a company to issue its stock to employees at a future date, typically after certain vesting conditions are satisfied.

How Do RSUs Work?

When a company grants RSUs to an employee, the employee does not receive any shares of the company stock at that time. Instead, the company promises to issue shares of the company stock to the employee at a future date, typically when certain vesting conditions are met.

Vesting conditions can include a certain length of time the employee must work for the company, achieving specific performance goals, or the company reaching a particular financial goal. Once the vesting conditions are met, the employee receives the promised shares of stock.
What are RSUs?

What Are the Benefits of RSUs?

Restricted stock units are an attractive form of compensation for employees because they provide the potential for long-term financial gain. As the value of the company’s stock increases, so does the value of the RSUs.

Additionally, RSUs are generally taxed at the time of vesting, meaning the employee can only pay taxes on them once they receive the shares of stock. It can result in a lower tax liability for the employee compared to other forms of equity compensation, such as stock options.

What Are the Risks of Restricted Stock Units?

One risk of RSUs is that the value of the company’s stock can decrease, resulting in a lower value of the RSUs. Additionally, if employees leave the company before the vesting conditions are met, they may forfeit their RSUs.

Another risk of RSUs is that they can create tax liabilities for the employee. When your RSUs vest, they are taxed as ordinary income, which may result in a higher tax liability for employees.

RSU vs Stock Options

In employee compensation, RSUs (Restricted Stock Units) vs stock options are popular incentives companies provide. While both offer employees the opportunity to become shareholders in their company, they differ significantly in how they work, their tax implications, and the level of risk involved.

Stock Options, on the other hand, allow employees to purchase company shares at a price that is predetermined and known as the strike price. These options typically come with an expiration date. Employees with stock options can exercise them anytime before the options expire. Employees can profit by purchasing company shares at a lower price when the stock price exceeds the strike price.

Critical Differences Between Stock Options and RSUs

Ownership and Voting Rights

One significant difference between RSUs and stock options is ownership and voting rights. RSUs grant employees immediate ownership rights and voting privileges in the company, whereas stock options do not.


The tax treatment of RSUs and stock options varies. RSUs are typically taxed when they vest, based on the market value of the shares at that time. Stock options, on the other hand, are taxed when exercised.

Vesting Period

Restricted stock units often have a predetermined vesting period, during which employees must wait before gaining full ownership of the shares. Stock options may have vesting periods as well, but they also have an expiration date.


Stock options offer more flexibility in terms of liquidity. Employees can choose when to exercise them, whereas RSUs automatically convert into shares once they vest.

How do RSUs Vest?

Restricted Stock Units (RSUs) typically vest based on a predetermined schedule set by the company. The vesting process ensures that employees gradually gain ownership of the RSUs over a specified period, incentivizing them to stay with the company. Here’s how RSUs typically vest:

Vesting Schedule

Restricted stock units have a vesting schedule outlining when you will gain ownership of the units. This schedule can vary widely from company to company but commonly spans several years. For example, RSUs may vest over four years.

Vesting Triggers

Vesting triggers are specific events or milestones determining when RSUs become yours. The most common trigger is time-based, where some RSUs vest at regular intervals, such as annually or quarterly. This means that, after each vesting date, you gain ownership of a predetermined percentage of your RSUs.

Cliff Vesting

Some companies implement a “cliff” vesting schedule, where you must remain with the company for a specified period (usually one year) before any RSUs vest. After the cliff, RSUs may vest gradually over the remaining vesting period.


In certain circumstances, RSUs may accelerate their vesting. This can happen if your company is acquired, you experience a change in control, or you become disabled or pass away. Acceleration ensures you gain ownership of your RSUs more quickly than the original vesting schedule.


If you leave the company before your RSUs fully vest, you typically forfeit the unvested units. However, some companies have policies that allow for partial vesting in the case of early departure, depending on the circumstances.

Tax Implications

It’s essential to be aware of the tax implications of RSU vesting. In most cases, the value of the vested RSUs is considered taxable income at the time of vesting, even if you choose not to sell them immediately. Consult a tax professional to understand how RSU vesting affects your tax situation.


Once RSUs vest, they convert into actual company shares, and you become a shareholder with all the associated rights, including voting rights and the potential to receive dividends.

Remember that RSU vesting details can vary from one company to another, so reviewing your specific RSU grant agreement and company policies is crucial to understanding how your RSUs will vest and any unique conditions that may apply.

How and When Are Restricted Stock Units Taxed?

The taxation of Restricted Stock Units (RSUs) in the United States and some other countries can be complex. RSUs are typically subject to taxation at specific points in time. Here’s how RSUs are generally taxed:

Vesting Taxation

When RSUs get vested, they are considered taxable income. The value of the vested RSUs is included in your taxable income for the year they are granted. This means that you will owe income tax on the market value of the RSUs at the time of vesting.


Most employers will withhold a portion of the RSUs’ value for income tax purposes when they vest. The withholding rate can vary depending on your country’s tax laws and your tax situation.

Tax Reporting

Your employer will typically provide you with a statement or document that reports the income you received from the vested RSUs. This information is crucial for accurately reporting your taxable income when you do your annual tax return filing.

Tax Rates

The amount you must pay in taxes for your vested RSUs is determined by your total income and the tax bracket you fall into. The United States has different federal tax rates for different income levels, ranging from 10% to 37%. State and local taxes may also apply, further affecting the total tax you owe.

Payment of Taxes

Instead of your employer, you are responsible for paying the taxes on the vested RSUs when you file your annual income tax return. The withheld amount by your employer is applied toward your tax liability, and you may need to pay any additional taxes owed or receive a refund depending on your total income and deductions.


Some companies offer an option known as “sell-to-cover,” where they automatically sell a portion of the vested RSUs to cover the taxes owed. This can be helpful to ensure that you have enough cash on hand to cover your tax liability.

Holding or Selling RSUs with Capital Gains

After your Restricted Stock Units (RSUs) vest and you have paid the required taxes, you can choose to retain or sell the stocks. If you keep the stocks, any potential profits or losses will be dealt as capital gains tax when you sell them. The tax rate for long-term capital gains (holding for over a year) is typically lower than ordinary income tax rates.

Tax Deferral

In some cases, you may have the option to defer the immediate taxation of your vested RSUs. This is often available for employees of certain companies, such as those in the technology sector, that issue RSUs as part of their compensation packages. The deferral allows you to postpone paying taxes until a later date, typically when you choose to sell the RSUs.

It’s important to note that the taxation of RSUs can vary depending on your country’s tax laws and your circumstances.

Income Tax vs. Capital Gains Tax For Restricted Stock Units

Income tax and capital gains tax are two taxes that can apply to the gains from Restricted Stock Units (RSUs) depending on when you sell the RSUs and the holding period. Here’s a breakdown of the differences between income tax and capital gains tax for RSUs:

Income Tax

Trigger Point

Income tax applies when RSUs vest. The value of the vested RSUs is taxable in the year they vest.

Tax Rate

The tax rate for income tax is typically your ordinary income tax rate, which varies based on your total taxable income. For example, this can range from 10% to 37% in the United States.


Employers often withhold a portion of the RSUs’ value at vesting to cover the income tax liability. This withheld amount is then remitted to tax authorities on your behalf.


You pay income tax in the year the RSUs vest, regardless of whether you sell the shares immediately or hold onto them.

Capital Gains Tax

Trigger Point

When you sell RSUs, you will be subject to capital gains tax, which is calculated based on the difference between the sale price and the fair market value of the RSUs at the time of vesting.

Tax Rate

The tax rate for capital gains depends on the holding period of the RSUs:

  • Short-term Capital Gains: If you sell the RSUs within one year of their vesting date, any profit is typically subject to short-term capital gains tax, similar to your ordinary income tax rate.
  • Long-term Capital Gains: If you hold the RSUs for more than one year after their vesting date before selling, any profit is typically subject to long-term capital gains tax. Long-term capital gains tax rates are usually lower than short-term capital gains tax rates. In the United States, they can range from 0% to 20%, depending on your income.
  • Timing

    You pay capital gains tax when you sell the RSUs; the tax rate is determined by the time you hold the shares before selling.

    In summary, RSUs can be subject to income and capital gains tax, depending on when you receive them and when you choose to sell them. Income tax applies when RSUs vest and is based on their value at that time. Capital gains tax applies when you sell the RSUs. At the time of vesting, the taxable value of the RSUs is the difference between the sale price and the fair market value, with different tax rates for short-term and long-term holdings.

    Federal and State Income Tax Implications

    The federal and state income tax implications for Restricted Stock Units (RSUs) can vary depending on several factors, including your location and individual circumstances. Here’s an overview of how federal and state income taxes generally apply to RSUs:

    Federal Income Tax Implications

    Vesting Taxation

    RSUs are subject to federal income tax when they vest. The value of the vested RSUs is treated as ordinary income for federal tax purposes in the year they are granted.

    Tax Rate

    The federal income tax rate for your vested RSUs depends on your overall income and tax bracket. The tax rates can range from 10% to 37% in the United States.

    Tax Withholding

    Employers are typically required to withhold a portion of the value of the vested RSUs to cover the federal income tax liability. The withholding amount is based on your income and tax bracket.

    Reporting on Tax Return

    You must notify the income from the vested RSUs on your federal income tax return. This income is added to your total taxable income for the year.

    Capital Gains Tax

    If you hold the RSUs after they vest and later sell them, any gains or losses from the sale may be subject to capital gains tax at the federal level. The tax rate for capital gains depends on your holding period, with lower rates for long-term holdings.

    State Income Tax Implications

    State Taxation

    In addition to federal income tax, you may also be subject to state income tax on the value of vested RSUs, depending on the state where you reside and work.

    State Tax Rates

    State income tax rates vary significantly from state to state. Some states have no income tax, while others have progressive tax systems with rates that may be similar to or higher than federal rates.

    State Tax Withholding

    Employers in states with income tax typically withhold a portion of the RSUs’ value to cover state income tax liability, in addition to federal withholding.

    State Reporting

    You must report the income from vested RSUs on your state income tax return if your state imposes income tax. The treatment of RSUs at the state level can differ from federal tax rules.

    Consider Local Tax Laws

    In some cases, municipalities or cities may impose additional income taxes. You must know of any local tax obligations that may apply to your RSUs.

    Withholding RSU Tax: What Are Your Obligations?

    Withholding RSU tax is essential to managing your Restricted Stock Units (RSUs), and understanding your obligations is crucial to ensure compliance with tax laws. Here are the critical obligations associated with withholding RSU tax:

    Notification and Documentation

    Your employer will typically notify you when your RSUs vest and provide documentation detailing the value of the vested RSUs and the amount of tax that will be withheld. This documentation is essential for accurate tax reporting.

    Tax Withholding

    Employers are generally required to withhold a portion of the value of the vested RSUs for income tax purposes. This withholding ensures you have sufficient funds to cover your tax liability when you file your annual income tax return.

    Withholding Methods

    Employers can use various methods to withhold RSU tax, including:

  • Percentage Method: A percentage of the RSU value is withheld based on your income tax bracket.
  • Flat-Rate Method: A fixed percentage, often determined by tax laws, is withheld.
  • Sell-to-Cover Method: Some employers automatically sell a portion of the vested RSUs to cover the tax liability. This ensures that you have cash to pay the taxes.
  • Payment to Tax Authorities 

    The amount withheld from your RSUs for tax purposes is typically remitted by your employer to the appropriate tax authorities on your behalf. This ensures that the tax is paid promptly.

    Reporting on Your Tax Return 

    When you file your annual income tax return, you must report the income from the vested RSUs, along with the tax withholding, as part of your overall income. This allows you to reconcile the amount withheld with your actual tax liability.

    Additional Tax Obligations 

    Depending on your tax situation and any applicable state or local tax laws, you may have additional tax obligations related to your RSUs, such as state income taxes or capital gains taxes, if you later sell the RSUs.


    It’s essential to maintain accurate records of your RSU grants, vesting dates, tax withholding, and any additional tax-related documents your employer provides. These records will be valuable for future tax reporting and potential audits.

    The Advantages and Disadvantages of RSUs:

    Benefits of RSUs As a Form of Compensation

    Restricted Stock Units (RSUs) offer several benefits as compensation for both employees and employers. Here are some of the advantages of RSUs:

    Equity Ownership

    RSUs grant employees a sense of ownership in the company. When RSUs vest, they convert into actual company shares, giving employees shareholders a stake in the company’s success. This aligns the interests of employees with those of the shareholders and the company as a whole.

    Retaining Talent

    RSUs are often used as a retention tool to motivate employees to stay with the company for an extended period. The vesting schedule encourages employees to remain with the organization, as they must fulfill a predetermined tenure to benefit fully from the RSUs.

    Performance Incentives

    RSUs can be tied to individual or company performance metrics, motivating employees to achieve specific goals and objectives. When performance-based RSUs vest, they reward employees for contributing to the company’s success.

    Tax Benefits

    RSUs can provide tax advantages, as the taxation occurs at vesting rather than at the grant date. Employees can defer capital gains tax until they sell the shares, potentially at a lower tax rate if they hold them for a specified period.

    Diversification of Compensation

    RSUs diversify an employee’s compensation beyond a base salary or cash bonuses. This can be especially valuable if the company’s stock performs well, offering the potential for significant financial rewards.


    RSUs are relatively straightforward for employees to understand compared to other equity compensation methods like stock options. With RSUs, employees receive shares upon vesting, eliminating the need to purchase shares at a strike price, as with stock options.

    No Out-of-Pocket Expense

    Unlike stock options, RSUs do not require employees to invest their own money to acquire shares. RSUs are granted to employees as part of their compensation package, and they receive the shares upon vesting without needing a purchase.

    Alignment with Long-Term Goals

    RSUs encourage employees to think long-term and consider the company’s performance and stock price over an extended period. This alignment with long-term goals can foster a sense of commitment and dedication.

    Employee Recruitment

    Offering RSUs as part of a compensation package can attract top talent, as prospective employees may view RSUs as a valuable benefit that can contribute to their financial well-being.

    Liquidity Options

    After RSUs vest and convert into shares, employees have the flexibility to hold onto the shares or sell them. This flexibility allows employees to make informed financial decisions based on their individual circumstances.

    Employee Engagement

    RSUs can enhance employee engagement by creating a sense of ownership and pride in the company’s performance. Employees are more likely to be invested in the organization’s success when they have a direct stake in it.

    Downsides, Including Tax Implications

    While Restricted Stock Units (RSUs) offer significant benefits as a form of compensation, they also come with downsides, including potential tax implications. Here are some of the downsides and tax considerations associated with RSUs:

    Taxation at Vesting:

  • Immediate Taxation: RSUs are subject to federal and possibly state income tax when they vest. This means that even if you don’t sell the shares, you will owe income tax on their value.
  • Tax Rate

  • Higher Tax Rates: The value of vested RSUs is typically taxed as ordinary income, which can result in higher tax rates compared to long-term capital gains rates. The exact tax rate depends on your income bracket.
  • Cash Flow Impact:

  • Cash Outlay: Taxes on RSUs are typically paid in cash, so you may need to come up with the funds to cover the tax liability when your RSUs vest. This can be a significant financial burden for some employees.
  • Market Risk

  • Stock Price Volatility: The value of RSUs is tied to the company’s stock price. If the stock price declines after your RSUs vest, you may have paid taxes on a higher value than the current market price, resulting in a potential loss.
  • Limited Control

  • No Control Over Timing: You have no control over when RSUs vest, which can lead to unexpected tax liabilities. It’s possible to have a large tax bill even if you weren’t planning to sell the shares.
  • Alternative Minimum Tax (AMT):

  • AMT Impact: Depending on your income level and tax situation, you may be subject to the Alternative Minimum Tax (AMT) when your RSUs vest. This can result in additional tax liability.
  • Limited Diversification

  • Concentration Risk: Holding a significant portion of your wealth in your employer’s stock (due to vested RSUs) can expose you to concentration risk if the company’s stock price declines significantly.
  • Complexity

  • Complex Tax Planning: Managing RSUs can be complicated, especially if you have multiple grants, RSUs from different employers, or live in other tax jurisdictions. This complexity may require the assistance of tax professionals.
  • Limited Benefit in a Declining Market

  • No Upside in Declining Stock: If your company’s stock price declines after your RSUs vest, you may not receive the full benefit you initially expected, as the value of the RSUs may have diminished.
  • Tax Planning Strategies for RSUs and Stock Options

    Tax planning is essential for individuals who receive RSUs (Restricted Stock Units) and stock options as part of their compensation package. Proper tax planning can help you maximize the benefits of these equity-based incentives while minimizing your tax liability. Here are some tax planning strategies for RSUs and stock options:

    Understand the Vesting Schedule

  • Familiarize yourself with the vesting schedule of your RSUs and stock options. Knowing when these assets become yours is crucial for planning your tax obligations.
  • Consider Holding Periods

  • Determine your holding period for both RSUs and stock options. Holding RSUs for at least one year after they vest can qualify them for favorable long-term capital gains tax rates.
  • Diversify Your Portfolio

  • Avoid overconcentration in your employer’s stock. Selling a portion of your RSUs or stock options when they vest can provide cash for diversifying your investment portfolio, reducing risk.
  • Use Tax-Efficient Accounts

  • Consider holding your RSUs or stock options within tax-advantaged accounts like Individual Retirement Accounts (IRAs) or 401(k) plans to defer taxes or benefit from preferential tax treatment.
  • Evaluate AMT (Alternative Minimum Tax)

  • Be aware of the potential impact of the Alternative Minimum Tax (AMT) if you hold incentive stock options (ISOs). Understanding how AMT works and its implications is crucial for tax planning.
  • Exercise Stock Options Strategically

  • If you have stock options, carefully plan when to exercise them. Timing can affect your tax liability significantly. Exercising options in a year with lower income or a lower stock price can reduce your tax burden.
  • Consider Net Settlement

  • Some companies offer a net settlement option for stock options. This allows you to cover the exercise cost and taxes by immediately selling enough shares from the exercise. It can help you avoid out-of-pocket expenses.
  • Understand Capital Gains Tax Rules

  • Familiarize yourself with capital gains tax rules, especially long-term vs. short-term capital gains rates. Holding RSUs and stock options for specific periods can lower tax rates.
  • Tax-Loss Harvesting

  • If you have capital losses from other investments, consider using them to offset gains from the sale of RSUs or stock options to reduce your overall tax liability.
  • RSUs vs. Other Forms of Stock Compensation Employee Stock Purchase Plans (ESPP)

    RSUs, stock options, and employee stock purchase plans (ESPPs) are all ways companies compensate employees with equity. However, they differ in risk, tax treatment, and potential reward. For instance, unlike RSUs, stock options have an exercise price and may become worthless if the stock price falls below this price. ESPPs often come with a discount on the stock price, providing immediate value to employees.

    Tax Treatment of RSUs Versus Other Stock Compensations

    The tax treatment of RSUs is generally more straightforward than that of stock options or ESPPs. RSUs are taxed at vesting, stock options are taxed at exercise, and ESPPs have their own complex tax rules. Understanding these differences is crucial for effective tax planning and making informed decisions regarding equity compensation.


    RSUs can be an attractive form of employee compensation, providing the potential for long-term financial gain. However, they also come with risks, including the potential for a lower value of the RSUs and tax liabilities for the employee. It’s vital for employees to fully understand the terms and conditions of their RSUs before accepting them as part of their compensation package.

    Consult a Tax Professional

    RSU taxation can become intricate, especially if you have multiple grants or live in different tax jurisdictions. It’s highly advisable to consult a tax professional or financial advisor who can provide guidance tailored to your situation and help you minimize your tax liability.

    Remember that tax laws can change, so staying informed about the tax regulations in your country and seeking expert advice is crucial to managing your RSUs and ensuring you comply with tax obligations.

    How NexGen Taxes Can Help?

    It’s important to do tax planning and file your taxes accurately and promptly. With the updates in the Tax laws every year, it gets challenging to keep track of all the changes that might impact your situation. When it comes to filing your taxes, it’s not worth taking risks and doing it yourself.

    NexGen Taxes is a tax filing platform. We connect you with licensed CPAs or EAs on the network who can file your taxes so that you don’t have to do it alone. Reach out to us today to get started.