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5 Things to Know About Your Restricted Stock Units


What are restricted stock units?

Restricted stock units (RSUs) are used as supplemental compensation for employee benefit packages. While it is beneficial and even motivating to be given stock in your company, there are many factors to consider.

It's important to understand how RSUs will affect your financial plan for both investing and taxes. One wrong decision could result in losing stock value, owing tax payments, or being off track for your retirement plans.

This article will discuss the 5 things to know about your restricted stock units and tax withholding options. 

How Do Restricted Stock Units Work - Real World Example

When your company issues RSUs, the grant date is the date you become eligible, usually the date of hire. At this time, the restricted stock units are worth nothing.

Each company has a vesting schedule RSUs are subject to, making the shares worth nothing until you have vested shares.

For example, if your company grants you 4,000 shares with a four-year vesting schedule, you'd earn 1,000 shares on each anniversary starting with the first year. You essentially purchase company stock at the current market price, even though you don't pay anything out of pocket.

Using our example above, say on the grant date, the stock is worth $20, but on your first anniversary, the stock price drops to $18. You'd get 1,000 shares at $18. On your second anniversary, the stock price increases to $22 per share. You'd get another 1,000 shares at $22. In the third and fourth years, the stock price remains $22 per share, so you'd receive the final 2,000 shares at $22 per share.

5 Things to Know About Your Restricted Stock Units

Before accepting restricted stock units as a part of your compensation income, there are certain things you should understand about them, including how the vesting date works and how the stock-based compensation affects your taxable income.

#1. Restricted Stock Units (RSUs) Are a Way Your Company Can Compensate You With Stock

Restricted stock units refer to employee compensation linked to a company's stocks. A restricted stock unit is actually a promise to issue one stock for every unit granted to an employee if they meet certain conditions. After meeting these conditions, RSUs are said to vest and the company issues the promised stocks. 

Most tech companies like Tesla, Google, and Amazon use RSUs to attract and retain top talents. These companies also use RSUs to align employee interests with the company's goals. Since the potential stock price value of RSUs depends on the fair market value of the company's stocks, this type of stock compensation package motivates employees to do their job well.

By granting RSUs, the company can offer incentives to employees without paying them anything since RSUs are worthless until their vesting period.

Related Article | 5 Work Benefits You Should Be Taking Advantage Of

#2. It Is Very Important to Understand the Vesting Schedule of Your RSUs

 Vesting plays an important role in RSUs. RSUs do not have any value to you until it vests. 

Vesting refers to a condition that may be related to performance, such as reaching a sales or income quota, remaining for a specified number of years, or both.

For instance, a company may grant 600 RSUs with a three-year vesting schedule. On the grant date, these RSUs have no value. At the end of Year 1, a third of the stocks, or 200 RSUs, vests and become actual company stock.

If these RSUs have a market value of $10 on the vesting date, you will report income of $2K (200 multiplied by $10). Since the RSUs are already stocks issued under your name, you can convert the stock to cash, sell or hold them. If you resign after the first year, you will forfeit the remaining 400 RSUs, but you can keep your 200 stock shares. 

Most companies have a four-year vesting with a one-year cliff. The cliff means that you can only receive 25% of your RSUs at the end of Year 1. After the first year anniversary, vesting could happen monthly, quarterly, or semi-annually thereafter.

If you prematurely cash out before your vesting date, you will be required to pay tax on that amount, plus additional penalties if you don't pay enough in taxes withheld.

Related Article | Beware Exit Tax: Giving Up Your Green Card or US Citizenship Can Be Costly 

#3. RSUs Become Part of Your Taxable Income at Vesting

When RSUs vest, they become actual stocks which are reported as part of your compensation income. Your RSU compensation will be based on the market price of your company's stock on the vesting date. From the example above, your total compensation RSU, which is subject to tax, would be $2K since the 200 shares that vested were valued at $10 on the vesting date.

This income will be reported in box 1 of your Form W-2 and is subject to ordinary Federal income tax. Income from your RSU compensation is also subject to applicable state and local taxes.

If you live in a high-income tax state like California, where the highest income tax rate is 13.3%, your tax due on your RSU income could be as high as 50%!

Since RSUs are considered supplemental income, the required withholding taxes are also different. If your supplemental income is less than $1M, your employer will withhold 22% of your income. Over $1M, withholding tax will be 37%.

To help you pay for these taxes, some companies allow you to "tender" some or all of your shares to cover withholding taxes. This means that you will surrender the shares back to the company to pay the tax. This way, you don't have to pay the taxes with your personal funds. Take note that withholding tax will be due a month after the vesting date.

Related Article | 4 Ways to Reduce Your Taxes Under the New Tax Law

#4. You Will Also Pay Capital Gains Tax When You Sell Your RSU Shares

After vesting, your RSU shares become yours. If you decide to sell your RSU shares, and the selling price is higher than the fair market value of your stocks, you will be liable for capital gains taxes. You can calculate capital gain by deducting the market value of your RSU shares on the vesting date from the selling price.

For instance, you sold your 200 shares above, which were valued at $10 on the vesting date at $15. Since the selling price is higher than its stock market value, there is a long-term capital gain of $5 per share ($15 less $10). This means that you owe taxes on the $1K ($5 multiplied by 200 shares) capital gain.  

If you sold your shares less than one year from the vesting date, you need to report short-term capital gains. This means that the income of $1K will be subject to ordinary income tax rates. 

If you decide to hold the stocks for more than a year from the vesting date, capital gains will be subject to long-term capital gains tax rates. The highest bracket for long-term capital gains tax is 30%, but applicable taxes will depend on your income bracket. 

Any gain or loss from the sale will be reported on Form 1099-B, which would typically be given to you by your broker. You also have to report the sale on Form 8949 and Schedule D of your annual tax return.  

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#5. It Might Not Be a Good Idea to Hold Onto Your RSUs Forever

Once your RSUs vest, you have the option to sell the shares right away or hold them. Selling your shares is usually not a problem since most companies offering RSUs are publicly traded. Moreover, most companies have a tie-up with a brokerage where you can sell your shares. In most cases, it would be better to sell your shares once they vest. 

The future is always uncertain. Even if your company is doing well at present and you expect stock prices to climb higher, you can never be sure. If you hold the stocks for years and the stock price drops, you have no choice but to sell your sales at a loss.

Among the biggest risks in holding RSU shares is overexposure to your own company. Since your company pays your salary, you are already susceptible to changes in your company's performance. If there are issues with your company, your employment will not just become uncertain, you will suffer additional losses when stock prices drop. 

The only way to avoid exposure to a company-specific risk when investing is diversification. If you hold the company shares and they make up more than 10% of your net worth, you should rethink your investment strategy. Anything over the 10% mark makes you susceptible to risk. 

When assessing your exposure to your company stocks, don't just think about RSUs; consider ESPPs, stock options, and other equity compensation you receive from your company.

Related Article | When Should You Sell Your ESPP Shares 

Action Items

There are many factors to consider if your employer is compensating you with restricted stock units (RSUs). Talk with your human resources department to see how much stock you are being issued per unit and what the vesting schedule is. If you plan on leaving the company within a short period of time, you may be compensated little to nothing of that stock. 

You will also want to look into how the vested restricted stock units will affect your taxable income. It could potentially put you into the next tax bracket if you are on the edge between two. Speak with a CPA about this, as well as how the timeframe for selling the stock could affect how you pay taxes.

Additionally, analyze the risk you are taking on with restricted stock unit plans. Make sure that you have a diversified portfolio with less than 10% of any one company. Understanding your employee benefits can help you to make educated decisions on your financial situation. If you need assistance selecting which investment options are right for you, be sure to speak with a financial planner or tax professional.

Related Article | Google RSU and 401k: What You Need To Know

Pros and Cons of RSUs

Like any compensation income, there are pros and cons to consider regarding RSUs.


  • Increases employee loyalty - Knowing you won't receive your full compensation package until your restricted stock vests can keep you engaged and loyal to your company. If you leave before your RSUs fully vest, you lose any RSUs you didn't exercise.
  • RSUs almost always have value - Even if the stock price drops after the grant date, RSUs still have value, giving employees benefits the longer they stay.
  • You might get dividends - Each state has different laws regarding whether RSUs can pay dividends. If your state (and company) allows it, you can earn dividends after the stock is vested.
  • You can sell stocks immediately - If you sell the company stock immediately upon vesting, you get the tax benefit of not paying capital gains taxes and you only pay taxes on the value of the stock


  • You are responsible for paying taxes with each vesting - The value of the stocks at the market price on the day you vest becomes taxable income. It will be subject to federal income tax and FICA, as well as any applicable state and local income taxes.
  • You must pay capital gains taxes - When you sell the stock, which you can do immediately or hold onto it, you'll pay taxes on the capital gains.


Do Restricted Stock Units Come With Voting Rights?

Restricted stocks only come with voting rights after you're vested and if it's allowed in your state by law.

What's the Difference Between Restricted Stock Units vs Stock Options?

Restricted stock units guarantee you'll own some of the company's stock once you're vested. Stock options provide the right to employees to purchase company stock at a specific price upon vesting. You aren't required to buy the stock, but if you don't, the benefit isn't worth anything to you, but RSUs are typically worth something.

What Is a Stock Grant?

A stock grant is a promise to give you shares once you meet the vesting schedule. Sometimes stock grants are saved for key employees to entice top talent to work for the company. They are also known as restricted stock awards because they are 'restricted' until you meet the requirements, which is usually a vesting period.

Restricted Stock Units - The Bottom Line

Restricted stock units can be a great way to get more out of your income compensation. You don't have to pay for the company stock and aren't obligated to keep it either. You choose how you want to handle it, giving you some control of the tax withholding you'll experience, whether you hold onto it for capital gains or sell it immediately.

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