Tax Implications of Restricted Stock Units (RSUs)

By neha
5 Min Read
Restricted Stock Units

Restricted Stock Units (RSUs) have become a popular form of compensation for employees in various industries. RSUs are typically awarded to employees as part of their compensation package, granting them the right to receive company stock at a future date. However, the tax treatment of RSUs can be complex and varies depending on several factors. In this article, we will delve into the tax implications of RSUs, exploring how they are taxed and the considerations employees should keep in mind.

Grant Date

The grant date of RSUs is an important starting point for understanding their tax treatment. On the grant date, RSUs are not subject to income tax since they do not have a readily determinable value. Instead, the value of RSUs is determined by the fair market value of the company’s stock on the vesting date or another predetermined date.

Vesting and Taxable Event

The vesting period is the duration during which an employee must remain with the company to earn the right to receive the RSUs. When RSUs vest, they become subject to income tax. At this point, the fair market value of the RSUs on the vesting date is included in the employee’s taxable income, subject to federal, state, and local taxes, as applicable. The value of the RSUs is typically determined by the market price of the company’s stock on the vesting date.


Upon the vesting of RSUs, employers are generally required to withhold taxes on the value of the RSUs as part of the employee’s compensation. The withholding amount is based on the employee’s income tax rate, which is determined by various factors such as filing status, taxable income, and applicable deductions.

Sell-to-Cover and Tax Implications

When RSUs vest, employees have the option to sell some of the shares to cover the income tax liability arising from the taxable event. This is known as a sell-to-cover transaction. The employer will withhold a portion of the RSUs to cover the taxes and transfer the remaining shares to the employee’s brokerage account.

The tax implications of a sell-to-cover transaction depend on whether the shares are immediately sold or held for a period of time. If the shares are sold immediately, the employee will incur capital gains or losses based on the difference between the selling price and the fair market value of the RSUs on the vesting date. However, if the shares are held for a specific period before being sold, any subsequent gains or losses will be treated as capital gains or losses.

Holding Period and Capital Gains Tax

If employees choose to hold the RSU shares after a sell-to-cover transaction, any future gains or losses will be subject to capital gains tax. The holding period begins on the vesting date, and the tax rate applied depends on the length of time the shares are held. If the shares are held for less than one year, any gains will be considered short-term capital gains and taxed at the ordinary income tax rates. However, if the shares are held for more than one year, the gains will be treated as long-term capital gains, which are generally taxed at lower rates.

Additional Considerations

There are a few additional considerations regarding RSUs and taxation. It is important to note that the tax treatment may differ between different countries, and employees should consult local tax laws or seek professional advice.

Furthermore, it is essential to keep accurate records of the RSU transactions, including the grant date, vesting date, number of RSUs vested, fair market value on the vesting date, and any sell-to-cover or subsequent sales. These records will be crucial for calculating the taxable income and capital gains or losses accurately.


RSUs can provide employees with a valuable form of compensation, but it is crucial to understand the tax implications associated with them. While RSUs are not subject to income tax upon grant, they become taxable upon vesting. Employees should be aware of the potential tax liability and consider options like sell-to-cover transactions and the impact of the holding period on capital gains tax. Consulting with tax professionals or financial advisors can help individuals navigate the complexities of RSU taxation and make informed decisions to maximize their financial outcomes.

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