Restricted Stock Units Vesting: What You Need to Know About RSUs

Casey Fenton


September 2, 2023

 If you're a worker who receives equity compensation as part of your overall employee compensation package, you may have heard of restricted stock units (RSUs). RSUs are a popular form of equity compensation used by many public and private companies to reward employees with a vested interest in the company's stock. 

In this article, we'll delve into the basics of RSUs, including how they work, the tax implications, and what you need to consider when your RSU shares vest.

What are Restricted Stock Units (RSUs)?

Restricted Stock Units (RSUs) are a type of equity compensation granted to employees by their companies. RSUs represent a promise to deliver a certain number of company shares to the employee at a future date, known as the vesting date, once specific conditions are met. 

How Do Restricted Stock Units Work?

When Restricted Stock Units RSUs are granted, they are typically assigned a fair market value (FMV) at the issue date, which is the current value of the company's stock. RSUs then vest over a specified period of time according to a vesting schedule determined by the private company. Once RSUs vest, the employee receives the stock shares, and they can choose to sell them, hold onto them, or purchase company stock more than they were issued, depending on the company's stock plan.

It's important to note that Restricted Stock Units RSUs are different from stock options, as RSUs do not grant the employee the right to purchase shares or company stock at a discounted price. RSUs are typically granted outright as a company’s shares, whereas stock options give the employee the option to buy company stock at a predetermined price, known as the grant price, at a future date.

What is Company Stock Vesting?

Vesting is the process by which an employee earns the right to own the shares of the company's stock granted to them through an RSU award. Typically, RSUs vest over a set period of time or based on specific performance criteria.

For example, an RSU grant may vest in equal portions over a four-year vesting period, with 25% vesting after the first year, and the remaining 75% vesting in equal portions over the following three years. Alternatively, an RSU grant may vest based on the achievement of certain company goals or the employee's individual performance.

Understanding Vesting Schedules for RSUs

Vesting schedules are a crucial aspect of Restricted Stock Units RSUs that determine when the shares become fully vested and the employee gains ownership of the company stock. They can vary widely depending on the company's policies and can have significant tax implications. Here are some common types applicable to RSUs:

Time-based Vesting

This is the most common type of vesting, where RSUs vest over a certain period of time. For example, a company may grant RSUs that vest over four years with 25% vesting after the first year and the remaining 75% vesting in equal installments over the next three years. This means that after the first year, you'll have vested ownership of 25% of the RSUs, and the remaining shares of RSUs will vest gradually over the next three years. 

Performance-based Vesting

In some cases, RSU stock grants may vest based on the achievement of specific performance goals, such as reaching certain revenue targets, meeting profitability metrics, or achieving other performance milestones. The vesting of RSUs based on performance can be more complex, as it may require meeting specific criteria outlined in the RSU grant agreement. 

Cliff Vesting

With cliff vesting, RSUs vest all at once after a certain period of time. For example, a company may grant RSUs that have a cliff vesting period of three years, meaning that no RSUs vest until the end of the three-year vesting period, at which point all of the RSUs become fully vested. This type of vesting can result in a significant tax consequence in the year of vesting since all the RSUs are subject to federal income taxes at once. It's important to plan for this potential tax due and set aside funds accordingly.

Double Trigger Vesting

There is also a vesting schedule called double trigger RSUs, where the stock grants only vest upon the occurrence of two events, such as a change of control or an initial public offering (IPO), which is when the stocks of the company are listed on a stock exchange for trading in the stock market. This type of vesting can add an additional layer of complexity, as the timing of these events may be outside your control and may impact the tax treatment of the RSUs. 

Double trigger vesting is often used in situations where the private company is expected to undergo a significant event, such as a merger or acquisition, and is designed to protect the employee's interests in case of such events.

It's important to carefully review and understand the vesting conditions of your RSUs, as it can impact your tax purposes planning and financial decisions. You may need to plan ahead and set aside funds to cover potential tax dues associated with the vesting of RSUs, especially if the vesting results in a significant amount of taxable income in a single tax year. 

Tax Implications of Restricted Stock Units Vesting

One of the key considerations when it comes to RSUs is the tax implications. RSUs are subject to different tax treatment compared to stock options. When RSUs vest, the fair market value of the vested shares on the vesting date is considered ordinary income to the employee and is subject to pay income tax withholding by the employer. This means that you'll need to pay what you owe ordinary income tax on the fair market value of the vested RSUs in the year they vest, even if you don't sell the shares.

Additionally, unlike stock options, RSUs do not provide a cash equivalent at the time of vesting, which means you'll need to pay the income tax consequences using other means, such as cash payment or by selling some of the vested shares. It's important to plan ahead for this tax obligation and set aside funds to cover the potential tax bill.

If you decide to hold onto the vested RSUs after they have vested, any future appreciation in the stock price will be subject to capital gains tax when you eventually sell the shares. The capital gains tax rate will depend on how long you hold onto the shares, with long term capital gains rates typically being lower than short-term capital gains rates. Holding onto RSUs for more than a year after they vest may result in more favorable tax treatment.

It's also worth noting that if the stock price drops after the RSUs have vested, you may face the risk of a lower value for the shares than the FMV on the vesting date, resulting in potential capital losses if you sell the shares at a lower price.

Managing Tax Consequences on Your Vested Stock Units

To manage the tax ramifications associated with RSUs, there are several strategies you can consider that will maximize your RSUs’ net worth while staying compliant with your tax return obligations.

1. Sell Some of the Vested Shares

You can choose to sell some of the vested RSUs immediately upon vesting to cover the income tax liability. This allows you to lock in the value of the actual shares and pay the taxes owed with the proceeds. By selling some of the vested shares, you can generate a cash payment to cover the income tax liability without having to dip into your personal funds.

2. Pay Estimated Taxes

If you decide to hold onto the vested RSUs and don't sell any stock grants immediately, you can pay estimated taxes to the IRS to cover the income tax due. This can help you avoid any potential penalties for underpayment of taxes and ensure that you have enough funds set aside to cover your tax dues when it comes due.

3. Consider Withholding Tax

Some private companies may offer the option to withhold a portion of the vested RSUs to cover the income tax owed. This means that a certain percentage of the vested RSUs will be automatically sold by the company to cover the taxes owed. Be sure to understand your company's policies on tax withholding and consider if this option aligns with your tax planning strategy.

4. Pay Capital Gains Tax

Another important aspect of managing tax ramifications with RSUs is the potential capital gains tax that may be incurred upon the sale of the vested RSU stock grants. Once your RSUs vest and the stock shares are delivered to you, you may choose to sell them immediately or hold onto them for a future date. If you decide to sell the stock shares, you will likely have to pay capital gains tax on the appreciation in the value of the stock shares from the grant date to the sale date.

Capital gains tax is a tax on the profit made from the sale of an asset, such as RSU shares, and is typically classified as either short-term or long term capital gains, depending on the holding period. Short-term capital gains apply to assets held for one year or less, while long term capital gains apply to assets held for more than one year.

The tax rate for capital gains varies based on your ordinary income level and filing status, and it's important to be aware of the current tax laws and rates to properly estimate your potential tax liability. It's also worth noting that if you hold onto your RSU stock grants for more than one year after the shares vest, any gains may be eligible for long term capital gains tax rates, which are often lower than ordinary income tax rates.

When selling your stock grants of RSU shares and paying capital gains tax, it's crucial to consider the fair market value of the stock shares at the time of vesting, as well as the share price at the time of sale. The fair market value at the time of vesting will be considered your cost basis for tax purposes, and the difference between the sale price and your cost basis will determine your capital gains or losses. Proper record-keeping and accurate reporting of the cost basis and sale price are essential for calculating and reporting your capital gains tax correctly on your tax return.

5. Seek Professional Tax Advice

The tax implications of RSUs can be complex, and it's advisable to seek professional tax advice from a qualified tax professional or financial advisor. A financial planner and tax expert can help you understand the tax implications of RSUs based on your individual circumstances and develop a tax strategy that aligns with your financial goals.

Timing Considerations

RSUs typically follow a vesting schedule that determines when they become fully vested and the employee gains ownership of the stock shares. Vesting can vary widely, ranging from a few months to several years, and may be based on time, performance, or a combination of both.

It's important to understand the schedule for the vesting of your RSUs and plan accordingly. Once RSU shares vest, they are considered taxable ordinary income, and you'll need to be prepared to pay taxes on the vested shares or stock grants, as discussed earlier. Timing considerations, such as the stock price at the time of vesting, your personal financial situation, and your long-term goals, can all impact your decision on how to handle vested RSUs.

RSU Vesting Management Made Easier by Upstock

Restricted Stock Units (RSUs) can be a valuable form of equity compensation, but they come with important tax implications that need to be carefully managed. Understanding how restricted stock units work, the taxation involved, and how to develop a tax strategy can help you effectively manage your tax responsibility and make informed decisions when RSUs start vesting.

It's crucial to plan ahead, set aside funds to cover the potential tax bill, and consider working with a qualified tax professional or financial advisor for personalized tax guidance. 

By staying informed and proactive, you can make the most of your RSUs and use them as a tool to build your financial future. Remember, RSUs are just one piece of your overall employee compensation package, and it's important to consider your entire financial situation, including your long-term financial goals and risk tolerance when making decisions about your equity compensation.

Stock compensation for employees has taken a new direction with RSUs, and we at Upstock have put together an innovative approach to equity management that can ensure efficiency and transparency in your compensation structure. We’ll be glad to fill you in on the basics to get you and your team started. 

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Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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