Understanding RSU Taxation: How Will RSU Be Taxed?

As more companies in the US are looking for ways to attract and retain talent, it’s becoming increasingly common for them to offer employees a portion of their compensation in the form of restricted stock units (RSUs). While these stock grants can offer a valuable benefit to employees, they also come with potential tax implications that aren’t always well understood. So how will RSUs be taxed in the US?

In short, the tax treatment of RSUs depends on a range of factors including the type of RSU, when it vests, and the size of the grant. For some employees, this can translate to a significant tax hit at the time of vesting. But with proper planning and understanding, there are ways to minimize the tax burden and maximize the benefits of RSUs.

Whether you’re an employee who has been granted RSUs or you’re considering offering them as part of your company’s compensation package, it’s important to have a solid understanding of how they will be taxed. In this article, we’ll dive into the details of RSU taxation and offer practical advice to help you make the most of this valuable benefit.

Types of RSU taxation

RSUs or Restricted Stock Units are a type of compensation paid to employees in the form of company stock. They give employees the right to own a part of the company and receive benefits from its success. However, as RSUs are a form of compensation, they are subject to taxation. Below are the different types of RSU taxation that employees should be aware of:

  • Ordinary Income Tax: When RSUs vest, they are subject to ordinary income tax. The fair market value of the shares on the vesting date is considered as income and is taxed at the employee’s regular tax rate.
  • Capital Gains Tax: When an employee sells RSUs that have been held for over a year, the gain is subject to capital gains tax rather than ordinary income tax. This tax rate is generally lower than the ordinary income tax rate.
  • Net Investment Income Tax: In addition to ordinary income tax and capital gains tax, employees may also be subject to Net Investment Income Tax (NIIT). This tax is an additional 3.8% tax on certain types of investment income, including RSUs.

Understanding the different types of RSU taxation can help employees plan for tax payments and make informed decisions about when to sell their shares. It is also important to keep accurate records of RSU vesting dates, share prices and sales, and tax payments.

Understanding Vesting Schedules

RSUs, or Restricted Stock Units, are a form of equity compensation granted to employees by their company. They function like a promise to give employees a certain number of shares of stock in the company at a future date, but only if certain conditions are met. These shares are often granted over a vesting schedule, which is a predetermined period of time over which the shares will become available to the employee. Understanding how vesting schedules work is an important part of understanding how RSUs will be taxed.

  • Vesting schedules can be time-based or performance-based. Time-based vesting schedules are based solely on the passage of time, while performance-based vesting schedules are based on reaching certain performance milestones.
  • The vesting schedule determines when the employee will receive the shares of stock. Typically, a portion of the shares will vest each year, or at regular intervals over a few years, until all the shares in the grant have vested.
  • If the employee leaves the company before the RSU shares have fully vested, they may forfeit the remaining shares. However, the details of this depend on the specific terms of the grant agreement.

How Vesting Schedules Affect Taxation of RSUs

When RSUs vest, the value of the shares that have vested is considered compensation income to the employee. This means that it is subject to ordinary income tax, Medicare tax, and Social Security tax. The value of the shares is typically based on the fair market value of the company’s stock on the day they vest.

The employee will need to report the compensation on their tax return for the year that the shares vest. The employer will provide a W-2 form, which will show the amount of compensation income that was earned from RSUs during the year. The employee will need to include this information when filing their taxes.

Example Vesting Schedule and Taxation

Here’s an example of how a vesting schedule might work, and how the taxation would be affected:

Year Shares Vested Value at Vesting Compensation Income
Year 1 25% $10,000 $2,500
Year 2 50% $20,000 $10,000
Year 3 25% $15,000 $3,750

In this example, the employee is granted RSUs for 1,000 shares of company stock. The vesting schedule is over three years, with 25% of the shares vesting each year. When the shares vest, they are taxed as compensation income based on the fair market value of the stock on the day they vest. In Year 1, 25% of the shares vest with a value of $10,000, so the employee is taxed on $2,500 of compensation income. In Year 2, 50% of the shares vest with a value of $20,000, so the employee is taxed on $10,000 of compensation income. In Year 3, the final 25% of the shares vest with a value of $15,000, so the employee is taxed on $3,750 of compensation income.

Tax implications of early exercise

When it comes to equity compensation plans, early exercise (or the ability to purchase company stock before it vests) is an option that can have significant tax implications. Here’s what you need to know about the tax implications of early exercise:

  • Immediate tax consequences: When you exercise stock options early, you potentially trigger a taxable event. The difference between the exercise price and the fair market value of the stock will count as ordinary income, and you’ll need to pay taxes on that amount in the year you exercise your options. This may not be worth it if the stock price doesn’t end up increasing enough to offset the tax expense.
  • Alternative Minimum Tax (AMT): Early exercise can also trigger AMT, which is a tax on the difference between the fair market value of the stock and the exercise price, regardless of whether you sell the stock. This can result in a higher overall tax bill, so it’s important to consult with a tax professional to determine if this could be an issue for you.
  • Capital gains tax implications: If you hold onto the stock long enough for it to appreciate, you could be subject to long-term capital gains tax rates (which are typically lower than ordinary income tax rates). However, if you exercise early and sell the stock before it’s been held for at least a year, you’ll be subject to short-term capital gains tax rates, which can significantly increase your tax bill.

Strategies to minimize tax consequences of early exercise

If you’re considering early exercise, there are a few strategies you can employ to minimize the tax implications:

  • Exercise only a portion of your options: This can help you avoid triggering AMT while still allowing you to take advantage of the long-term tax benefits of holding onto equity.
  • Wait to exercise until the stock is about to vest: This can help you avoid triggering immediate income tax consequences, as the vesting date will set the fair market value of the stock.
  • Consider a cashless exercise: Some employers offer a cashless exercise option, which allows you to sell a portion of your shares to cover the exercise price and taxes. This can be a good option if you don’t have the cash on hand to exercise your options.

Early exercise tax example

Let’s take a look at an example to illustrate the tax implications of early exercise. Say you’re granted 1,000 stock options with an exercise price of $10 per share. You decide to exercise all of your options early, when the stock is trading at $12 per share. This means you’ll need to pay $10,000 to exercise your options ($10 per share x 1,000 shares), and you’ll owe taxes on the $2,000 difference between the $12 fair market value and the $10 exercise price. If your tax rate is 25%, you’ll owe $500 in taxes immediately, plus potentially additional taxes under AMT.

Scenario Exercise date Stock price at exercise Taxes owed immediately Net proceeds after selling stock
Early exercise $10 $12 $500 $10,500
Normal exercise at vesting $0 $15 $0 $15,000
Hold until long-term capital gains $0 $20 $0 (if held for over a year) $20,000 (minus long-term capital gains taxes)

As you can see from the example, early exercise can result in a smaller net gain than waiting until the stock is fully vested or holding onto the stock long enough to qualify for long-term capital gains tax rates. However, each individual’s situation is unique, and it’s important to consider all factors when deciding whether or not to exercise options early.

Reporting Requirements for RSU Income

As an employee, when you receive any type of income, you must report it on your income tax return. RSUs are no exception. The taxation rules surrounding RSUs can be quite complicated, so it’s important to understand all of the reporting requirements.

  • You will receive a Form 1099-B from your employer or broker that will report the sale of the RSUs. This form will include all of the necessary information, including the date of sale, the sale price, and the cost basis. It is important to review this form carefully to ensure that all of the information is correct.
  • You will also receive a Form W-2 from your employer that will report the income from the RSUs. The income will be reported as ordinary income and will be subject to both federal and state income taxes. The amount of income you report will be based on the fair market value of the RSUs on the date they vested.
  • If you are subject to withholding on the income from the RSUs, the withholding will be reported on your Form W-2 as well. If you had an overpayment of taxes due to the withholding, you may be entitled to a refund when you file your tax return.

It’s important to keep accurate records of any RSU transactions, as well as any taxes paid or withheld, in case of an audit. This information will be helpful in preparing your tax return as well as in responding to any questions from the IRS.

If you have a large number of RSUs or have sold them in a complicated manner, you may want to seek the assistance of a tax professional who can help you navigate the reporting requirements and ensure that you are in compliance with all tax laws.


Reporting requirements for RSU income can be complex, but it’s important to ensure that all income from RSUs is reported correctly on your income tax return. Remember to review all forms carefully, keep accurate records, and seek professional assistance if necessary.

Form Explanation
Form 1099-B Reports the sale of RSUs
Form W-2 Reports the income from RSUs

By following these reporting requirements and keeping accurate records, you can avoid any potential issues with the IRS and ensure that you are in compliance with all tax laws.

How to Calculate RSU Taxes

Restricted Stock Units (RSUs) are stocks granted to employees as a form of compensation by an employer. Although RSUs are seen as a lucrative benefit, they are considered to be taxable in most cases. Let us look at how to calculate RSU taxes:

RSU Taxation Methods

  • When your RSUs vest, the value is shown as income in your W-2 form. The vesting date is the precise time when your tax liability is calculated.
  • When you sell your RSUs, you may be responsible for capital gains taxes, and the rate will be determined by how long you held your shares. If you sell them after they vest, your gain is taxed as short-term capital gains. If you wait for a year before selling your shares, they are taxed as long-term capital gains, which is lower.
  • You may be required to pay state and local taxes depending on where you reside, regardless of whether or not your RSUs have vested.

Calculating RSU Taxes

The process for calculating RSU taxes might seem like rocket science for some people. However, the steps involved are not that complicated. It is crucial to understand that the value of the stock at the time of vesting determines the taxes.

Here’s a simplified way to calculate your RSU taxes:

Step Description Formula
1 Calculate fair market value of the RSUs at the time of vesting FMV x Number of RSUs vested
2 Calculate Federal Income Tax FMV x Number of RSUs vested x Federal Tax Rate
3 Calculate Medicare & Social Security Tax FMV x Number of RSUs vested x (Medicare Tax + Social Security Tax)
4 Calculate State & Local Income Tax (if applicable) FMV x Number of RSUs vested x State Tax Rate

Once you have arrived at these figures, you will see that they will be reported in Box 1 (Federal Income Tax) and Box 5 (Medicare & Social Security Tax) of your W-2 form.

Strategies for minimizing RSU taxes

Receiving RSUs can have a significant impact on an individual’s tax liability. However, there are several strategies that can help minimize the taxes associated with RSUs.

  • Sell RSUs immediately upon vesting: By selling RSUs as soon as they vest, an individual can limit their tax liability. This strategy can help to eliminate the risk of a decrease in share value, which would lead to a lower sale price.
  • Hold RSUs for a year: If an individual holds RSUs for a year or more, they can take advantage of long-term capital gains tax rates. Long-term capital gains tax rates are typically lower than short-term rates, so by holding RSUs for at least a year, individuals can reduce their tax liability.
  • Offset RSU gains with losses: If an individual has experienced losses in other areas of their portfolio, they can use those losses to offset any gains they may have from RSUs. This strategy can help to reduce the individual’s tax liability overall.

In addition to these strategies, it’s also important to be aware of the different types of taxes that may apply to RSUs. These include:

  • Ordinary income tax: This tax is based on the market value of the RSUs at the time they vest. It’s important to note that this tax will be due regardless of whether or not the individual sells their RSUs immediately upon vesting.
  • Capital gains tax: If an individual decides to hold onto their RSUs for a year or more, they will be subject to capital gains tax when they eventually sell their shares.

Understanding these taxes and implementing strategies to minimize them can help individuals make the most of their RSUs while also reducing their tax liability.

In the table below, we’ve outlined the different tax rates associated with RSUs:

Tax Type Rate
Ordinary Income Tax Up to 37%
Long-Term Capital Gains Tax 0%, 15%, or 20%
Short-Term Capital Gains Tax Up to 37%

By familiarizing themselves with these taxes and implementing effective strategies, individuals can minimize their tax liability and make the most of their RSUs.

Common mistakes to avoid when it comes to RSU taxation

If you are an employee receiving RSUs (Restricted Stock Units), you might be wondering how these will be taxed. Many people make mistakes when it comes to RSU taxation, which can lead to costly errors. Here are some common mistakes to avoid:

  • Forgetting to report RSUs on your tax return: RSUs are considered income and should be reported on your tax return, just like your salary. Failure to report them can lead to penalties and interest charges.
  • Misunderstanding the vesting date: The vesting date is the date that your RSUs become taxable income. Some people assume that they won’t owe taxes until they sell their shares, but this is not the case. The vesting date is the important date for taxation purposes.
  • Not knowing the 409A valuation: The 409A valuation is the value of the RSUs on the vesting date. This is important because it determines the amount of income you will be taxed on. If you don’t know the 409A valuation, you could end up paying more in taxes than necessary.

Proper planning for RSU taxation

One way to avoid these mistakes is to have a plan in place for RSU taxation. Here are some tips:

Understand your RSU plan: Make sure you understand the terms of your RSU plan so that you know when your RSUs will vest and how they will be taxed.

Know your tax bracket: Understanding your tax bracket can help you estimate how much you will owe in taxes when your RSUs vest.

Consider selling some shares: Selling some of your RSU shares when they vest can be a wise move, as it can spread out your tax liability over multiple years. You can also use the proceeds to pay the taxes owed on your RSUs.

Sample RSU Taxation Table

Year of Vesting RSUs Vested 409A Valuation Income Reported Tax Owed
2020 500 $50 per share $25,000 $7,500
2021 750 $75 per share $56,250 $16,875
2022 1000 $100 per share $100,000 $30,000

This table shows a sample of RSU taxation over a three-year period. The 409A valuation increases each year, which means the amount of income reported and tax owed also increases. By selling some shares each year, you can spread out your tax liability and avoid a large tax bill in any one year.

FAQs About How Will RSUs be Taxed

1. What is an RSU?

RSU stands for Restricted Stock Unit. This is a form of compensation that companies use to incentivize their employees. The company awards the employee a certain number of RSUs that vest over time. When an RSU vests, the employee is granted a share of the company’s stock.

2. When is an RSU considered taxable?

An RSU is considered taxable when it vests. At this point, the fair market value of the stock received is considered income and subject to taxation.

3. How is the value of an RSU determined?

The value of an RSU is determined by the fair market value of the company’s stock on the day that it vests. This value will then be used to calculate the income that needs to be reported to the IRS.

4. What tax rate applies to RSUs?

RSUs are taxed at the ordinary income tax rate. This rate can range from 10% to 37%, depending on the employee’s income level.

5. How are taxes paid on RSUs?

Taxes on RSUs are typically withheld by the employer at the time of vesting. However, employees may choose to make estimated tax payments throughout the year to avoid any surprises come tax time.

6. What happens if I sell my RSUs?

If an employee chooses to sell their RSUs after they vest, they will be subject to capital gains tax on any profit that they make. The tax rate for capital gains depends on how long the employee held the stock before selling it.

Closing Thoughts

We hope this article has helped answer your questions about how RSUs are taxed. Remember to consult with a tax professional if you have any specific questions about your own RSUs. Thanks for reading and be sure to visit us again soon for more informative content!

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