Selling RSUs: A Comprehensive Guide for Employees

Casey Fenton

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September 2, 2023

So you've got some Restricted Stock Units (RSUs) as part of your compensation income at work? That's awesome! RSUs are a type of equity compensation that gives you the right to receive company’s stock at a specific date. When RSUs "vest," or become available to you at the prescribed vesting date, you have the option to sell restricted stock units and potentially make a nice profit. 

“But how exactly do I sell my RSUs?” you ask. Before you jump into selling, there are a few things you should know about the tax implications and strategies for maximizing your gains. Don't worry, we've got you covered in this comprehensive guide!

Understanding RSUs and Company Stock

RSUs are a type of equity compensation that companies use to incentivize and retain their employee, ultimately contributing to the company’s success. When the employer’s stock—in this case, RSUs—are granted, employees receive a promise from their employer to grant them a certain number of company stock shares at a specified vesting date. Once RSUs vest, they convert into actual shares, until the employee decides to sell the vested RSU shares at a fair market price. 

Company stock is the actual ownership stake in the company that employees receive when RSUs vest. The value of company stock depends on various factors, such as the stock price, company performance, market conditions, and demand for the company's stock. It is important for employees to understand the dynamics of their company's stock and its past performance to make informed decisions when selling RSUs.

Vesting and Tax Implications of RSUs (On Ordinary Income, etc.)

Vesting is the process by which RSUs convert into actual company stock shares. RSUs typically have a vesting schedule, which is a predetermined timeline over which RSUs vest. The vesting schedule can vary widely among companies and may span from more than a year to several years.

One of the crucial tax ramifications of RSUs is that they are subject to a tax on ordinary income when they vest. The fair market value of the vested RSUs on the vesting date is treated as ordinary income, thus employees owe taxes and are required to pay ordinary income tax on this amount based on their individual tax bracket. 

This means that employees may face a significant tax liability when their RSUs vest and it is essential to plan for this RSU taxation in advance.

Selling Restricted Stock Units and Tax Strategies

Once RSUs vest, employees have the option to sell them. The timing and strategy to sell restricted stock units can impact the amount of tax liability and the potential gains realized. Here are some key strategies to consider when selling restricted stock units RSUs.

1. Sell RSUs immediately.

One common strategy is to sell RSU shares immediately upon vesting. Typically, a financial advisor would advise employees to have their RSUs sold immediately to realize the gains and have a diversified portfolio by converting RSUs into cash during a liquidity event or into other investments.

When RSUs are sold immediately, employees can avoid the risk of holding onto company stock, which may fluctuate in market value.

2. Hold RSUs for long-term capital gains.

Another strategy is to hold onto RSUs for more than a year after the vesting date to qualify for long-term capital gains treatment. 

With long-term capital gains, employees typically enjoy a more flexible tax treatment. This is because the vested RSUs are generally taxed at a lower rate compared to ordinary income tax rates, making this strategy potentially more tax-efficient. 

However, holding RSUs for more than a year or even beyond this extended period also exposes employees to the risk of changes in the stock price of their vested RSUs and market conditions.

3. Sell RSUs in tranches.

Employees can also choose to sell their vested RSUs in tranches or portions over time to spread out the tax impact and manage their investments strategically. This approach allows employees to potentially minimize the tax liability of RSUs while still realizing gains.

4. Consider tax withholding options.

When selling restricted stock units or RSUs, employees need to be mindful of the tax withholding requirements. RSUs are subject to federal income tax, state and local taxes, and possibly other taxes depending on the jurisdiction. 

For tax purposes, employees can choose to have their company initiate withholding taxes on the portion of the RSUs to cover the taxes owed, or they can choose to pay from their own funds. Until the withholding taxes are settled by the company, the employees will continue to owe taxes to the government like federal taxes and local taxes applicable to their region.

It's important to understand the different withholding options and their implications, as they can affect the amount of cash proceeds received from the sale of their vested shares.

5. Consult with a tax advisor or financial professional.

Due to the complex tax ramifications of selling vested stock shares a.k.a. RSUs, it's highly recommended to seek advice from a qualified tax advisor or financial advisor. They can help employees navigate the intricacies of RSU taxation, develop a personalized strategy based on their financial goals, and ensure compliance with tax laws and regulations.

Factors to Consider When Selling RSUs

In addition to tax strategies and understanding the tax treatment for restricted stock units, there are other important factors to consider in the sale of RSUs to maximize their tangible value:

Company's restricted stock performance

The performance of the company's stock is a crucial factor to consider when selling vested RSUs. If the stock price has been performing well and is expected to continue its upward trajectory, holding onto vested RSU shares may result in higher gains. 

On the other hand, if the stock price has been declining or is projected to face challenges, selling the stock units immediately may be a prudent decision.

Diversification and risk management

Holding a significant portion of one's wealth in a single stock option, such as company stock shares acquired from RSUs, can expose employees to concentration risk. Having a diversified portfolio of investments across different asset classes can help manage risk and potentially increase overall portfolio stability. Selling restricted stock units RSUs and converting them into diversified investments can be a part of a prudent risk management strategy.

8. Cash flow needs

Consideration of one's current and future cash flow needs is crucial when selling stock options, particularly RSUs. Selling vested RSUs can provide immediate cash proceeds that can be used for various purposes, such as paying off debts, funding education or retirement, or investing in other opportunities. Assessing one's cash flow needs and financial goals can help determine the appropriate timing and amount of RSU stock units to sell.

9. Market conditions and liquidity event

Market conditions, such as overall market volatility and economic outlook, can impact the decision to sell vested RSUs. Additionally, corporate events such as mergers, acquisitions, or initial public offerings (IPOs) can impact the liquidity of company stock. Keeping an eye on market conditions such as the current market value and trends in publicly traded company shares, as well as potential liquidity events, can help employees make informed decisions when selling vested RSUs.

10. Individual financial situation

Each individual's financial situation is unique, and factors such as personal financial goals, risk tolerance, and overall financial health should be considered when selling stock units or RSUs. It's important to assess one's own financial situation and consider how selling restricted stock or RSUs aligns with long-term financial goals and overall financial well-being.

Stock Units Management: Transparency is the Key 

Selling vested RSU shares can be a complex process with various tax implications and considerations. It's crucial for employees to understand the tax treatment of RSUs, consider different strategies to maximize gains, and carefully evaluate factors such as the company's stock performance, diversification, cash flow needs, market conditions, and individual financial situation. 

Seeking advice from a qualified tax professional or even some financial advisors can provide valuable guidance in navigating the complexities of selling restricted stock units or RSUs. By making informed decisions and developing a strategic approach, employees can maximize the tangible value of their RSUs and achieve their financial goals.

For anything else about RSU equity compensation management and other innovative employee compensation solutions, we at Upstock could help. We believe that to maximize financial gain as an employee, transparency is necessary between employers and employees. 

With Upstock.io, you can effortlessly consolidate and track all your RSUs in one place, giving you a clear and comprehensive view of your equity or RSU grant. Our real-time valuation feature keeps you updated on the current fair market value of your RSUs, helping you make informed financial decisions with confidence.

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ABOUT THE AUTHOR

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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