
Restricted stock units (RSUs) are a type of equity compensation that can be confusing for investors, especially those new to the world of stock options.
RSUs are typically granted to employees as part of their compensation package, and they vest over time, meaning the employee becomes entitled to the underlying shares. Vesting periods can range from a few months to several years.
Investors should be aware that RSUs can be subject to taxes, and the tax implications can be complex. For example, RSUs are considered ordinary income when they vest, and taxes are owed on the value of the shares at that time.
As a result, investors should carefully review the terms of any RSU grant to understand the tax implications and potential risks.
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What Is Restricted Stock?
Restricted stock is a type of unregistered share of ownership in a corporation issued to company executives, directors, and employees as part of their compensation. It's nontransferable and must be traded according to SEC regulations.
The restrictions on these stocks usually relate to their vesting period, which is when they can't be sold or transferred. This is intended to discourage premature selling that might negatively affect the company.
Restricted stock typically becomes available for sale under a graded vesting schedule that lasts several years. This means employees have to wait a certain amount of time before they can sell or transfer the shares.
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What Is?
Restricted stock is a type of unregistered share of ownership in a corporation that's issued to company executives, directors, and employees as part of their compensation.
These shares have restrictions that prevent them from being sold or transferred until a certain period, known as the vesting period.
The vesting period can last several years, and it's typically a graded schedule, meaning that employees can gain ownership of the shares gradually over time.
Restricted stock is also known as "letter stock" or "section 1244 stock", which refers to the part of the Internal Revenue Code that covers them.
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These shares can be forfeited if employees leave the company, fail to meet corporate or individual performance goals, or run afoul of SEC trading restrictions.
Restricted stock is often used as a form of employee compensation, and it can be a valuable long-term investment for employees who stay with the company long enough to vest the shares.
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The Bottom Line
Restricted stock is a valuable perk that employers offer to incentivize employees to stay with the company and boost the stock price.
Employers use restricted stock to motivate employees to work towards the company's success, making it a win-win for both parties.
The vesting of restricted stock can be based on basic timelines, giving employees a clear idea of when they'll own the shares outright.
This flexibility allows companies to tailor their restricted stock plans to their specific needs and goals.
Restricted stock recipients should take the time to understand how their shares are taxed, as this can impact their overall compensation package.
It's essential to consider how long you plan to hold the stock once it vests, as this will affect your long-term financial strategy.
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Benefits and Drawbacks
RSUs offer employees the opportunity for financial gain if the company performs well and the stock price increases.
One of the main benefits of RSUs is that they don't require employees to pay anything upfront to receive them, unlike traditional stock options.
Taxes are typically only paid when the shares are received, which can be a big advantage for employees.
RSUs can be used to reward and incentivize employees, which may help management retain employees over a longer period.
RSUs typically only pay dividends once they are vested, which means employees won't receive any dividend payments until the shares are actually theirs.
If you leave the company before your RSUs vest, you typically forfeit any unvested units, which can be a significant loss.
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Taxation and Vesting
RSUs are not taxed until they vest, and then you must report the value of the vested shares on your taxes.
The value of vested shares is typically reflected on your W-2 and taxed as earned ordinary income. Your company may withhold federal, state, and local taxes by surrendering shares, leaving you with a slightly lower share quantity.
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You can elect to pay taxes on RSUs at the grant date using IRC section 83(b), but this requires paying the tax bill sooner and may not be beneficial if the stock price declines.
As an alternative to stock options, RSUs still have value even if the stock price decreases, unless it declines to zero.
You can cash out vested RSUs and use the after-tax proceeds to provide supplemental income or invest them elsewhere.
The amount of declared income for restricted stock is the stock's fair market value on the vesting date minus its original exercise price.
Here are the three tax events you should be aware of with RSUs:
- Withholding at vesting
- Vested RSU pushing you into a higher overall tax bracket
- Short-term or long-term capital gains at the time of sales (if not sold immediately upon vesting)
Once RSUs are vested, you can keep the shares or sell them, and you can even reinvest the money in a diversified portfolio to reduce your exposure in the concentrated employer stock.
Types of Restricted Stock
Restricted Stock Units (RSUs) are a type of equity compensation that can be granted as deferred compensation, as seen in Nomura's plans to grant RSUs to its employees and directors.
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RSUs are typically delivered in the form of shares of common stock, which can be obtained through the disposal of treasury shares. This is the case with Nomura, where RSUs will be delivered one to three years after they are granted, with a maximum of seven years allowed in certain local regulations.
One of the key characteristics of RSUs is that they are subject to certain conditions, which must be met before the shares are delivered to the grantee. In Nomura's case, the company will deliver shares to RSU grantees if certain conditions are met, but the exact terms and conditions will be determined at a later date.
The maximum number of shares related to RSUs that Nomura plans to grant is approximately 51 million, a significant number that reflects the company's commitment to its employees and directors.
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Companies and Restricted Stock
Companies use restricted stock for a few key reasons. It encourages employees to stick around for a longer period, thanks to a long vesting schedule.
The value of restricted stock is tied to the company's stock price, which can motivate employees to perform better. This can lead to improved productivity and a more engaged workforce.
Restricted stock is also more stable in volatile markets, retaining some value even when the company's stock price declines. This makes them a more reliable form of compensation during uncertain times.
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Employee Options
Companies use restricted stock to encourage employees to stick around for a longer period through a long vesting schedule.
A vesting schedule is a fixed schedule that determines when an employee becomes fully vested in their restricted stock units. For example, at Facebook, RSUs are subject to a four-year quarterly vesting schedule.
Restricted stock does not have an exercise price, unlike stock options, which require employees to pay the exercise price to receive shares.
Stock options are typically awarded on a set schedule, while restricted stocks can use a fixed schedule or vest if the employee makes specific performance benchmarks.
Restricted stocks are taxed after vesting, whereas stock options are taxed when exercised.
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Can a Private Company Issue?
Yes, private companies can offer restricted stock to their employees. However, because the company is private, it could be more difficult for those employees to sell their shares when the restricted stock vests.
Private companies can offer restricted stock, but it may be harder for employees to sell their shares afterwards.
Restricted stock can be a valuable perk for employees, but it's essential to understand the potential challenges of holding private company shares.
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Frequently Asked Questions
Should I cash out my restricted stock?
Consider cashing out your restricted stock if you anticipate a stock price decline, but holding onto it may be wise if the stock is performing well and expected to continue appreciating. The decision depends on your individual financial situation and market outlook.
How to tell if stock is restricted?
Restricted stock can be identified by a legend on the stock certificate, which indicates the sale restrictions. Check the certificate for any notation that limits the sale or transfer of the stock.
Sources
- https://www.nomuraholdings.com/news/nr/holdings/20240426/20240426_b.html
- https://www.bankingdive.com/news/bofa-restricted-stock-bonus-97-percent-800m-wells-fargo-1000-cash-award-75000-salary-moynihan-union/705753/
- https://www.bankrate.com/investing/restricted-stock-units/
- https://www.investopedia.com/terms/r/restrictedstock.asp
- https://monetagroup.com/how-restricted-stock-plans-fit-into-a-financial-plan/
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