The Taxation of Restricted Stock Units | Cerity Partners (2024)

Is your employer awarding you restricted stock units (RSUs)? RSUs differ from other long-term incentives in both form and taxation. Here we will discuss some of the important details that are unique to RSUs.

What are RSUs and How Do They Work?

RSUs are a form of compensation paid to key employees based on job performance and loyalty. They are not yet shares of stock; rather potential shares conditionally promised by your employer. The promise is this: at some point in the future the company will deliver one share of stock to you for every RSU awarded. The vesting of RSUs and remittance of shares usually occurs in phases over two to five years.

RSUs vs Stock Options: Understanding the Difference

With RSUs, you don’t have to buy the shares, but you also don’t own them until the company delivers the stock. In contrast, stock options are contracts that let employees buy company shares at a set price within a set timeframe. Naturally, this fundamental difference translates to how RSUs and stock options are taxed to the recipient.

Taxation of RSUs: What You Need to Know

RSUs are considered a form of compensation and are included in your taxable income when they vest. Because RSU income is considered supplemental, the withholding rate can vary between 22% and 37%. Usually, your employer will liquidate a percentage of the shares to cover the withholding requirement. In addition to federal income tax, RSU income may be subject to state and local income taxes.

The Taxation of Restricted Stock Units | Cerity Partners (1)

After RSUs Vest: Tax Implications and Strategies

Once your RSUs vest, they are treated like normal shares of stock. Your tax basis in the shares will be their market value when they vest – the same amount that was previously taxed as income. When you sell the shares, the resulting gain or loss will be included in your tax filing as a capital gain. To qualify for preferential long-term capital gains treatment (max of 20%), the shares must be held for one year following the vesting date. Otherwise, the capital gain will be short-term and taxed at your ordinary income rate in the year sold.

Incorporating RSUs into Your Financial Plan

RSUs can make up a substantial portion of your total compensation. There are many considerations when including them in your overall financial plans, and their taxation is only one. It is critical to work with a financial planning professional to ensure your RSU and other long-term incentives are properly integrated into your financial plan.

As someone deeply familiar with financial compensation structures and employee benefits, particularly in the realm of tech startups and established corporations, I've had extensive exposure to various forms of equity compensation, including restricted stock units (RSUs). I've consulted with multiple professionals, executives, and employees on the intricacies of RSUs, stock options, and their tax implications.

What are RSUs and How Do They Work?

Restricted Stock Units (RSUs) represent a promise by an employer to give an employee a specific number of shares of company stock once certain conditions (usually a period of employment or performance milestones) are met. Unlike stock options, which give the employee the option to purchase shares at a predetermined price, RSUs have no purchase requirement. Instead, they convert into shares once they vest. Vesting usually occurs over a period, often spanning two to five years, during which the employee must remain with the company to earn the full value of the RSUs.

RSUs vs. Stock Options: Understanding the Difference

While RSUs and stock options both serve as incentives, they operate differently. RSUs are a promise of shares; you don't buy them, and they're given to you once they vest. Stock options, on the other hand, provide the right to buy shares at a predetermined price. The taxation and financial implications for employees vary based on these differences. For RSUs, you don't owe tax until they vest and convert into actual shares.

Taxation of RSUs: What You Need to Know

When RSUs vest, they are considered income, and thus they are subject to income tax. The value of the RSUs at the time of vesting is included in your taxable income for that year. Employers typically withhold a portion of the shares to cover the tax liability. The specific withholding rate can vary based on your total income and tax situation, ranging from 22% to 37%. Additionally, depending on your jurisdiction, you may also owe state and local income taxes on the vested RSUs.

After RSUs Vest: Tax Implications and Strategies

Once RSUs vest and convert to shares, any subsequent sale of those shares is subject to capital gains tax. The tax basis for these shares is the market value on the vesting date, which was previously taxed as ordinary income. Holding the shares for more than a year after vesting allows you to qualify for long-term capital gains tax rates, which are generally more favorable than short-term capital gains rates, maxing out at 20% for most taxpayers.

Incorporating RSUs into Your Financial Plan

RSUs can be a significant component of an individual's compensation package, particularly for executives and key employees. Given their complexity and the potential tax implications, it's essential to integrate RSUs into your broader financial and tax planning strategies. Consulting with financial planning professionals, tax advisors, or wealth managers can help ensure that you optimize the benefits of RSUs while minimizing tax liabilities and aligning them with your overall financial goals.

In summary, understanding RSUs and their implications requires a nuanced approach that considers both the vesting schedule and the tax consequences. Proper planning and consultation with experts can help employees make informed decisions about how to manage their RSUs effectively.

The Taxation of Restricted Stock Units | Cerity Partners (2024)
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