
Restricted stock units tax withholding can be a complex topic, but understanding the basics can help you navigate it with ease.
The IRS requires employers to withhold taxes on RSUs, which means you'll need to consider your tax obligations when receiving these units.
Tax withholding on RSUs is typically done through payroll deductions, just like with regular wages.
The amount of taxes withheld will depend on your tax bracket and the value of the RSUs you receive.
What Are Restricted Stock Units?
Restricted stock units (RSUs) are a form of equity compensation offered by companies to incentivize and acknowledge employees' contributions.
Companies typically grant RSUs to employees as a way to reward their hard work and dedication.
RSUs give employees the right to receive company stock after fulfilling certain conditions, such as staying with the company for a certain number of months or years or achieving specific performance goals.
The value of these RSUs is tied to the company's stock performance, meaning they increase in value as the company's stock price rises.
RSUs have no tangible value until they vest, which means the employee does not own the actual shares at the time of the grant.
Upon vesting, RSUs convert into regular shares that employees can sell or retain.
Tax Implications
Taxes on RSUs are incurred at two points: when they vest and when they are sold. At vesting, the fair market value of the shares is taxed as ordinary income, including federal and state income taxes, Social Security, and Medicare.
You'll owe income tax, both federal and state, as well as Social Security and Medicare tax on the value of the stock at vesting. This tax is calculated based on the value of the stock at the vesting date.
Here's a breakdown of the tax implications at vesting and sale:
- At Vesting: The fair market value (FMV) of the shares is taxed as ordinary income.
- At Sale: Any profit made from selling the shares after they vest is subject to capital gains tax.
Federal income taxes can be as high as 37% (plus state taxes), and capital gains taxes may also apply if shares are sold after vesting.
Tax Help Removed
You don't have to navigate the complexities of RSU taxes alone. Consult a financial planner or tax professional to ensure you're making informed decisions and not leaving money on the table.
RSUs generate taxes at a couple of different milestones: once when you take ownership of the shares (usually when they vest) and again when you actually sell the shares.

The value of RSUs only kicks in once they vest. This means you won't have to worry about taxes until then.
RSUs are taxed as ordinary income based on a share's fair market value. This can be as high as 37% (plus state taxes) at the federal level.
Here's a breakdown of the key tax implications:
- RSUs only have value once vested
- RSUs are taxed as ordinary income based on a share's fair market value
- Federal income taxes can be as high as 37% (plus state taxes)
- Capital gains taxes may also apply if shares are sold after vesting
Don't let taxes catch you off guard. Understanding how RSUs work will help you make the most of your equity compensation.
Overview
RSUs can be a great way to earn extra income, but they come with some tax implications. Taxes on RSUs are primarily incurred at two points: when they vest and when they are sold.
The value of your vested RSUs is taxed as ordinary income, which includes federal and state income taxes, Social Security, and Medicare. This can be a significant amount, especially if you have a large number of vested shares.
To calculate the taxable income from vested RSUs, you multiply the number of vested shares by the stock's fair market value. For example, if you have 50 RSUs that vest with a fair market value of $100 per share, you made an extra $5,000 of income for the year.

Here's a breakdown of the tax implications at vesting and sale:
- At Vesting: The fair market value (FMV) of the shares is taxed as ordinary income.
- At Sale: Any profit made from selling the shares after they vest is subject to capital gains tax.
The fair market value plays a vital role in determining the value of your vested units and the amount of taxes you will owe. It's the trading price of your company's stock on the open market on the day your RSUs vest.
You'll receive a form from your employer that lists all your annual income, including wages, tips, and other compensation, as well as the value of any vested RSUs. This form is used to report your RSU income on your taxes.
The value of your RSUs is tied to the company's stock performance, meaning they increase in value as the company's stock price rises. However, if the employee leaves the company before the RSUs vest, they are forfeited and have no value.
Cost Basis for Stock Options
The cost basis for stock options is usually the exercise price plus any brokerage fees or commissions. This is an important consideration when it comes to taxes.
The exercise price is the price at which you can buy the stock by exercising your option. This is typically a fixed price set when the option was granted.
To calculate the cost basis, you'll need to add the exercise price to any brokerage fees or commissions you paid. For example, if the exercise price is $50 and you paid $5 in brokerage fees, your cost basis would be $55.
Here's a summary of the key points:
- Exercise price: the price at which you can buy the stock
- Brokerage fees or commissions: any additional costs you paid to buy the stock
- Cost basis: the exercise price plus any brokerage fees or commissions
Withholding
You can manage your RSU taxes by adjusting your tax withholdings with your HR or benefits department. This involves having additional taxes withheld from your paycheck to cover the tax liability from your vested RSUs.
If your employer withholds taxes on RSUs at a flat rate, it might not be enough to cover your total tax liability. Some companies withhold 22% for federal taxes, 37% if total income is more than $1 million, Social Security and Medicare, and some amount for state income taxes.
You can fill out a supplemental income withholding form to specify how you want your supplemental income withheld, making it more convenient for you.
Here's a breakdown of the typical withholding rates:
- 22% for federal taxes (37% if total income is more than $1 million)
- Social Security and Medicare
- Some amount for state income taxes, if applicable (e.g. 10.23% in California)
By adjusting your tax withholdings, you can pay estimated tax payments throughout the year and avoid underpayment penalties.
Strategies for Managing RSUs
Managing RSUs effectively requires understanding your tax liability and exploring various strategies to minimize it. One key concept is the Section 83(b) Election, which allows you to pay tax on the value of the RSUs at the time of grant rather than when they vest.
You can also sell your RSUs immediately upon vesting to cover your tax liabilities and reduce the risk of holding concentrated stock in your employer. This strategy minimizes the risk of the stock price falling before you can sell your shares.
Holding onto RSUs for long-term capital gains can also be a viable strategy. By keeping your stock for more than a year after vesting, you can potentially reduce your tax liability by taking advantage of lower long-term capital gains rates.
Here are some key strategies for managing RSU taxes:
- Selling RSUs upon vesting
- Holding onto RSUs for long-term capital gains
- Donating RSUs to charity
- Adjusting tax withholdings with Human Resources (HR)
Vested vs. Unvested
When you receive Restricted Stock Units (RSUs), it's essential to understand the difference between vested and unvested units. Unvested RSUs are not considered taxable income and do not trigger any tax liability.
You won't pay taxes on RSUs until they vest, and upon vesting, they become taxable, triggering federal, state, and payroll taxes based on their current fair market value.
The tax implications of RSUs can be complex, but understanding the difference between vested and unvested units can help you plan and make informed decisions about your stock units.
Strategies for Managing
Managing your RSUs can be a complex task, but understanding the right strategies can help you make the most of your stock grants.
You can choose to pay tax on the value of your RSUs at the time of grant, known as a Section 83(b) Election, which can be useful in certain circumstances but requires careful planning.
Selling your RSUs immediately upon vesting can help cover your tax liabilities and reduce the risk of holding concentrated stock in your employer, which can be beneficial if you're concerned about the stock price falling.
You can also consider holding onto your RSUs for more than a year after vesting, which can result in long-term capital gains, taxed at a lower rate than short-term gains.
Here are some key strategies to consider:
By understanding these strategies and choosing the one that best fits your needs, you can effectively manage your RSUs and make the most of your stock grants.
Withholding Methods and Rates
RSUs are considered taxable income at the time they vest, based on their fair market value, and employers typically handle income tax withholding by selling a portion of the vested RSUs.
The income tax rate on RSUs is the same as your ordinary earned income tax rate when the RSUs vest. This is also the same as your capital gains tax rate when you sell the shares.
However, the withholding rate might be different, which can cause confusion. RSUs, stock grants, and bonuses are often treated as supplemental income and are withheld differently than your salary.
Some companies do a good job of withholding enough on RSUs and bonuses throughout the year. They do this by either withholding supplemental income according to your W4 or by allowing you to specify how you want your supplemental income withheld.
If your employer withholds on supplemental income at a flat rate, you can expect to see the following:
For most people, a back-of-the-napkin calculation should be enough to get close to the actual taxes owed on RSUs. However, full income and tax projections can provide more information and help with major planning for the year.
Special Considerations
When you receive RSUs, the value of the vested units is considered part of your taxable wages for the year.
You'll typically get a form from your employer that lists all your annual income, including the value of vested RSUs. This form will be crucial for reporting your RSU income on your taxes.
The value of vested RSUs is considered taxable wages, which means you'll need to report it on your tax return.
International Considerations

Tax laws vary significantly across different countries, and the taxation of RSUs for non-US employees or US employees working abroad can differ greatly from the standard US taxation rules.
For non-US employees, the tax treatment of RSUs is determined by the tax laws of their country of residence, which can have specific rules and tax rates that affect how RSUs are taxed.
In some cases, the tax treatment may be more favorable than in the US, while it may be less so in others.
Non-US employees should understand their home country's tax rules to avoid unexpected tax liabilities.
Treaties and Impact
Tax treaties can directly affect the taxation of RSUs by determining which country has the right to tax the income and at what point.
These treaties can sometimes help individuals avoid being taxed twice on the same RSU income.
Tax treaties are bilateral agreements that outline tax obligations for individuals and businesses with dual residency or citizenship.

International tax laws can be challenging, so it's a good idea to seek the advice of a tax advisor familiar with them to ensure you're correctly reporting and paying tax on your foreign RSU income.
For those with foreign RSU income, reporting this income on your US tax return often results in a withholding tax being applied to that income.
Key Concepts and Definitions
RSUs can be a complex and confusing topic, but understanding the basics can help you navigate the process with ease.
RSUs only have value once they've vested, so it's essential to know when and how they vest.
RSUs are taxed as ordinary income based on a share's fair market value at the time of vesting. This means you'll need to pay taxes on the value of the shares, which can be a significant amount.
Here are some key tax rates to keep in mind:
Capital gains taxes may also apply if you sell your shares after vesting, which can add to your overall tax liability.
Frequently Asked Questions
Why are RSUs taxed at 40%?
RSUs are taxed at 40% to cover federal, state, local, social security, and medicare taxes. This withholding rate is similar to that of cash bonuses and is applied before the vested shares are deposited into your broker account.
Sources
- https://www.progresswealthmanagement.com/rsu-taxes-a-tech-employees-guide-to-tax-on-restricted-stock-units/
- https://www.brooklynfi.com/blog/rsu-tax-withholding-rate
- https://www.grantthornton.com/insights/newsletters/tax/2023/hot-topics/jul-18/rsu-tax-withholding-for-foreign-sub-employees-addressed
- https://facet.com/equity/rsu-taxes-calculations-reporting-strategies/
- https://lifesighted.com/blog/restricted-stock-unit-rsu-taxation-withholding
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