
Restricted stock can be a complex topic, but understanding the basics can help you navigate the process.
The IRS considers restricted stock to be taxable income, and you'll need to report it on your tax return.
As you vest in your restricted stock, you'll typically receive a Form 3922 from your employer, which will show the grant date, vesting date, and fair market value of the stock.
This form is crucial for reporting the stock's value on your tax return.
You'll want to consult with a tax professional to ensure you're meeting all the necessary reporting requirements.
The tax implications of restricted stock can vary depending on your individual circumstances, so it's essential to stay informed and up-to-date on any changes to tax laws.
Understanding Restricted Stock
RSUs are unfunded promises until vested. Once the milestone or the required length of stay is met, a value is assigned to it that is equivalent to the fair market value of the shares upon satisfaction of the vesting schedule.
Holders of RSUs have no voting rights and do not receive any dividends. After the vesting date, once shares are received, only then can they exercise voting and dividend rights.
Companies may provide dividend equivalent distributions for RSUs that have not vested yet.
Vesting typically comes to an end if an employee is terminated.
Tax Implications
RSUs are taxed at vesting, not at exercise, which is a common misconception. This means you'll pay taxes on the value of the shares when they vest, not when you choose to exercise the option.
The tax rate for RSUs is typically 22% for federal income tax withholding, but this can increase to 37% if the value exceeds $1 million. State income tax, Social Security, and Medicare tax withholding can also apply, and in some cases, this can bring the total withholding to 40% or more.
You can use the fair market value (FMV) of the shares to calculate the taxable income from vested RSUs. This is the trading price of your company's stock on the open market on the day your RSUs vest.
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Here's a simple formula to calculate taxable income:
Keep in mind that you'll also need to report any capital gains or losses on your tax return if you sell your RSU shares post-vesting. To do this, you'll need to calculate the difference between the FMV at the time of vesting and the sale price of the shares.
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Your Income
Your income from RSUs is considered supplemental income and is taxed as such. The fair market value (FMV) of your company's stock on the day your RSUs vest determines the value of your vested units and the amount of taxes you'll owe.
To calculate taxable income from vested RSUs, multiply the number of vested shares by the stock's FMV. For example, if 50 RSUs vest with a FMV of $100 per share, you've made an extra $5,000 of income for the year.
You'll report RSU income on IRS Form W-2 in the "Taxable Compensation" section. This form lists all your annual income, including wages, tips, and other compensation, as well as the value of any vested RSUs.
The value of your vested RSUs is included in Box 1 of your Form W-2, which records your total annual wages. Ensure the information in this box is accurate and includes all your RSU income.
RSUs are generally considered supplemental income, and most companies apply a flat rate of 22% for federal income tax withholding. However, tax rates can increase to 37% if the value exceeds $1 million.
Here's a breakdown of the tax implications of RSUs:
Keep in mind that RSUs may have two separate taxable events: once at vesting and another if sold. However, this doesn't qualify as double taxation.
Using Donor Advised Funds
Using Donor Advised Funds can be a smart way to optimize your tax strategy. Donor Advised Funds, or DAFs, offer immediate tax benefits while allowing you to distribute donations over time.
You can contribute your Restricted Stock Units, or RSUs, to a DAF to receive an immediate tax deduction based on their fair market value.
Donating your vested RSUs to a charitable organization can provide you with a tax deduction at the fair market value of the RSUs at the time of the donation.
By contributing RSUs to a DAF, you can sell them within the fund without incurring capital gains taxes.
This can be a particularly beneficial strategy if you have RSUs that are about to vest, as you can use the immediate tax deduction to reduce your taxable income for the year.
What Is an?
RSUs are a form of stock-based compensation where employees receive rights to shares of stock in a company, but these units don't represent actual ownership or equity interest in the company.
The lifting of restriction on the units is generally based on a vesting schedule, which can be either time-based, performance-based, or a hybrid approach between the two.
Time-based vesting schedules are common, typically ranging between three to five years and can be either pro-rata or "cliff" based. For a "cliff" based schedule, all shares vest fully at the end of the schedule.
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Performance-based vesting schedules are based on the company achieving a performance goal, such as a particular stock price or a return on equity, or earnings per share.
RSUs do not hold any dividend or voting rights, but once the restriction is lifted, the units are converted to actual company shares and an employee owns the shares outright.
RSUs are taxed when they vest, and the tax implications can vary depending on the individual's circumstances.
Reporting and Forms
The IRS expects to receive a fair portion of your earnings, including RSU income. You'll receive a W-2 form from your employer that lists all your annual income, including wages, tips, and other compensation, including the value of any vested RSUs.
The value of vested RSUs is considered part of your taxable wages for the year and is included in the "Other" category (Box 14) on your W-2 form. You'll need to transfer this amount to your tax return to report the income.
To calculate any gain or loss from the sale of vested RSU shares, you'll need to determine the basis of the stocks. This involves subtracting the selling price from the stock's basis, which is reported on Schedule D and Form 8949 of your federal tax return.
You'll need to report capital gains or losses from RSU sales on Schedule D and Form 8949 of your tax return. This involves calculating the difference between the FMV at the time of vesting and the sale price of the shares.
Here's a summary of the forms and instructions you'll need to report RSU income:
- W-2 form: lists all your annual income, including wages, tips, and other compensation, including the value of any vested RSUs.
- Schedule D: reports capital gains or losses from the sale of vested RSU shares.
- Form 8949: reports the details of the sale of vested RSU shares, including the sale price and the basis of the stocks.
Managing and Selling
Managing and selling RSUs can be a complex process, but understanding the basics can help you make informed decisions.
You'll need to decide when to sell your shares, taking into account market conditions, personal financial needs, and any potential insider trading restrictions.
Consider consulting with a financial advisor or a stock plan administrator to help you assess the best time to sell, as they can take into account your specific circumstances.
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Selling RSUs in a tax-efficient manner is crucial to minimize your tax liability, such as by holding onto RSUs for long-term capital gains.
Several strategies can be used to efficiently manage your RSU taxes, including selling RSUs upon vesting, holding onto RSUs for long-term capital gains, donating RSUs to charity, and adjusting tax withholdings with Human Resources (HR).
Here are some key strategies to consider:
- Selling RSUs upon vesting minimizes the risk of the stock price falling and ensures you won't owe any additional capital gains taxes.
- Holding onto RSUs for long-term capital gains can help you qualify for lower tax rates.
- Donating RSUs to charity can provide tax benefits and support a good cause.
- Adjusting tax withholdings with HR can help you manage your tax liability and avoid any penalties.
It's essential to understand that upon vesting, RSU recipients must pay ordinary income tax on the total value of their shares.
Strategies and Considerations
If you're granted RSUs, it's essential to understand your tax obligations and explore strategies to minimize your tax liability.
Selling RSUs upon vesting is one approach, as it can help you manage your taxes and potentially reduce your overall tax burden.
Holding onto RSUs for long-term capital gains can also be beneficial, but keep in mind that the shares must be held more than one year for this treatment to apply.
Donating RSUs to charity is another option, which can provide tax benefits while also supporting a good cause.
You can also adjust your tax withholdings with Human Resources (HR) to ensure you're not overpaying your taxes.
Companies may choose to issue dividend equivalents, which can be credited to your RSUs and used to pay taxes when they vest.
Here are some key points to consider when dealing with RSUs:
International and Special Cases
In some countries, taxation of restricted stock is more complex and differs from the US model. For example, in the UK, employees are taxed on the value of the shares received upon vesting, not just the difference between the strike price and market price.
In Canada, employees are taxed on the difference between the strike price and market price when they vest, but only if they hold the shares for at least two years.
Employees in countries with a lower tax rate may find that the tax implications of restricted stock are more favorable than in countries with a higher tax rate.
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Non-US Employees

Tax laws vary significantly across different countries, and the taxation of RSUs for non-US employees can differ greatly from the standard US taxation rules.
If you're a non-US employee, the taxation of your RSUs is determined by the tax laws of your country of residence.
Each country has specific rules and tax rates that can affect how RSUs are taxed, and in some cases, the tax treatment may be more favorable than in the US.
You'll need to understand your home country's tax rules, which can be challenging, so it's a good idea to seek professional tax advice if necessary.
Reporting foreign income from RSUs can be complex, and you'll typically need to report this income on your US tax return, which often results in a withholding tax being applied to that income.
Treaties
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 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.
They can sometimes be complex, but it's worth understanding the impact they can have on your tax situation.
Common Misconceptions
RSUs are often misunderstood, and this can lead to errors in managing RSU taxation.
Some people think RSUs are tax-free, but that's not the case.
The growing popularity of RSUs as a form of employee compensation has led to misconceptions about how they're taxed.
RSUs are not the same as stock options, which are taxed differently.
What Is Units?
A restricted stock unit (RSU) is a type of equity compensation that companies offer to employees. It's a promise to give employees shares of stock or cash equivalents once certain conditions are met, such as staying with the company for a certain number of months or years or achieving specific performance goals.
RSUs are considered taxable income at the time they vest, not when they are granted. This means that the value of the shares at the time of vesting is included in an employee's taxable income as compensation.
RSUs are subject to federal, state, and payroll taxes based on their current fair market value. The tax rates can be as high as 37% for federal income tax and vary among states for state income tax.
RSUs are different from stock options, which give employees the right to buy a company's stock at a set price. With RSUs, employees receive a set number of shares that vest over time, whereas with stock options, employees must buy the shares at the set price.
Here are some common scenarios that illustrate the difference between RSUs and stock options:
Scenario 1: An employee is granted 1000 RSUs when the market price of the company's stock is $10. When the RSUs vest, the stock price has fallen to $8. The shares are still worth $8,000 to the employee.
Scenario 2: An employee is granted 1000 stock options with a strike price of $10. During the window to exercise these vested options, the market price of the stock is always below $10. These options will expire worthless to the employee.
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RSUs are a form of equity compensation that companies offer to incentivize and acknowledge employees' contributions to the company's performance. They 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.
RSUs have no tangible value until they vest, which means the employee does not own the actual shares at the time of the grant. 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.
Upon vesting, RSUs convert into regular shares that employees can sell or retain. However, if the employee leaves the company before the RSUs vest, they are forfeited and have no value.
RSUs are subject to federal and employment tax (Social Security and Medicare) and state and local tax as well. Companies provide employees with either one uniform withholding method or several options to pay the taxes on their restricted stock units.
Example and Risks
In this example, the employee was granted 750 RSUs with a market price of $10 each. The total ordinary income paid over three years was $11,500.
The employee's long-term capital gain was $11,000 when they sold all 750 shares of stock three years after the last shares vested. This gain was reported on Schedule D of their U.S. individual tax return.
Ordinary income tax rates were paid on the fair market value of the stock at the time of vesting, which in this case was $11,500.
Example
An employee was granted 750 RSUs with a market price of $10, and they vested pro-rata over three years.
The total ordinary income paid over the three years was $11,500, which is taxed as ordinary income.
The employee sold all 750 shares of stock three years after the last shares vested, and the gain was treated as long-term capital gain.
The employee's long-term capital gain was $11,000, which is to be reported on Schedule D of their U.S. individual tax return.
Ordinary income tax rates were paid on the fair market value of the stock at the time of vesting, which was $11,500.
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Risks of Holding

Holding onto RSUs can be a double-edged sword.
You can have too much of your net worth concentrated in one individual stock and one individual company.
Jim's net worth increased by $100,000 overnight when his 2,000 RSUs vested at $50 per share.
He paid taxes at his ordinary rate on the original share value of $100,000 when the shares were worth $40,000.
Jim's net worth plunged from further declines in Snap Inc.'s share price and he lost his primary source of income.
You might see Jim as foolish, but his predicament is a common one.
If you would take the cash and buy company stock, then keep the RSUs where they are.
However, if you had this cash and would put it into a more diversified investment vehicle, then sell and move it.
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Help and Planning
To navigate the complexities of RSU taxation, it's essential to plan ahead and seek professional guidance. Referring to a tax professional can help you estimate the tax liability and explore potential strategies to minimize your tax obligations.
You can also consult with a financial advisor to get personalized advice based on your financial goals, tax situation, and overall investment strategy. They can help you understand the implications of selling RSUs and strategize around tax efficiency.
RSUs offer many advantages, including ease of comprehension and flexibility. Employees can retain their vested RSUs even if they change jobs, safeguarding the stability of their investment portfolios.
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How Can We Help?
We can make a big difference by volunteering our time and skills to help those in need. Research shows that even small acts of kindness can have a significant impact on someone's life.
One way to get started is by donating to reputable charities, as we learned in the "Researching Charities" section. This can help provide essential support to communities around the world.
Volunteering at local food banks can also make a huge difference in the lives of families struggling to make ends meet. For example, food banks can provide up to 50% of the food for low-income households.

If you're not sure where to start, consider reaching out to friends and family to see if they know of any local organizations that need help. You can also search online for volunteer opportunities in your area.
Remember, every small action counts, and collective efforts can lead to significant positive change.
Consult with a Financial Advisor
Consulting with a financial advisor can be a game-changer when navigating the complexities of RSUs. They can provide personalized advice based on your financial goals, tax situation, and overall investment strategy.
Tax implications can be overwhelming, but a financial advisor can help you understand the specifics and estimate your tax liability. They can also explore potential strategies to minimize your tax obligations.
Seeking guidance from a financial advisor can be beneficial when deciding what to do with vested RSUs. They can help you strategize around tax efficiency and explore other investment opportunities.
A financial advisor can provide valuable insights on how to sell RSUs in a tax-efficient manner, which can save you money in the long run.
Frequently Asked Questions
Is restricted stock taxed twice?
Yes, restricted stock units (RSUs) are taxed twice: once at vesting and again when they're sold. This double taxation occurs because the value of vested RSUs is considered ordinary income and is subject to withholding.
Why are RSUs taxed at 40%?
RSUs are taxed at 40% due to federal, state, local, social security, and medicare taxes being withheld. This withholding rate is similar to that of cash bonuses, covering a significant portion of the tax liability.
How do I handle RSU in my tax return?
RSU income is reported on your W-2 in Box 14 and should be included on your federal and state tax returns. Simply report the amount listed in Box 14 on your tax return to ensure accurate tax reporting
How much tax will I pay on my RSU?
You'll pay a tax rate between 22% and 37% on your RSU income, which may be reduced by your employer withholding a portion of the shares. The exact tax amount will depend on your individual tax situation and the withholding rate applied by your employer.
What happens to vested restricted stock?
After vesting, restricted stock can be kept or sold, allowing you to reinvest, save, or set up a tax-deferred retirement account. This flexibility offers a range of options for managing your vested shares
Sources
- https://compasscpa.net/blog/understanding-restricted-stock-units-rsus-a-guide-to-tax-planning-and-reporting/
- https://facet.com/equity/rsu-taxes-calculations-reporting-strategies/
- https://www.journalofaccountancy.com/issues/2012/feb/20114442.html
- https://www.brightonjones.com/blog/amazon-rsus-tax-implications/
- https://towerpointwealth.com/restricted-stock-units-rsu-stock-options/
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