Stock FAQs

how are restricted stock units accounted for in a w-2

by Jana Hessel I Published 2 years ago Updated 2 years ago

Restricted stock units (RSUs) are company shares granted to employees. RSUs on Form W-2 indicate that shares have been delivered to you, which usually happens after vesting. Once transferred to the employee, RSUs are included as wages, and they are taxable at the fair market value of the stock.

Restricted Stock Unit Taxes: Looking at Your W-2
RSU income is reported in Box 14 “Other” on your W-2. It will likely list the total dollar amount followed by the acronym “RSU.” Any sell-to-cover withholdings will be combined with your regular withholdings in boxes 2, 4, and 6.
Nov 19, 2021

Full Answer

What is the taxation of restricted stock units?

Those plans generally have tax consequences at the date of exercise or sale, whereas restricted stock usually becomes taxable upon the completion of the vesting schedule. For restricted stock plans, the entire amount of the vested stock must be counted as ordinary income in the year of vesting.

What is restricted stock and how is it taxed?

Restricted stock units, or RSUs, are a form of equity compensation offered ... will depend on the value of the underlying stock when the RSUs vest and are then taxed on the delivery date, usually the same as the vest date." RSUs can be confused with ...

What to do when your restricted stock units vest?

They include:

  • Your stock may not increase in value sufficiently to reward employees.
  • RSUs are not always a sufficient incentive to attract the right talent.
  • RSUs are priced at the time their stock becomes vested, and therefore, their ultimate value is unknown at the time the RSU plan is created.

What are restricted stock units?

What Are Restricted Stock Units?

  • Restricted Stock Units Example. ...
  • RSU – Difference between the grant date and vesting date. ...
  • RSUs – A Full Value Grant. ...
  • Taxation of Restricted Stock Units. ...
  • Benefits of Restricted Stock Units (RSU) Possible Lower Taxes – Restricted stock units don’t include section 83 (b) provision. ...
  • Drawbacks of RSUs. ...
  • Restricted Stock Units vs. ...
  • Conclusion. ...

How are restricted stock units reported on W-2?

The value of RSUs is typically recorded in Box 14 of the W-2, which is labeled "Other." Box 14 doesn't have a standard list of codes, thus allowing employers to enter any description they like. You might see the value of your vested stock followed by "RSU."

Are restricted stock units included in W-2?

Since stock you receive through stock grants and RSUs is essentially compensation, you'll usually see it reported automatically on your W-2. Typically, taxes are withheld to go against what you might owe when you do your taxes.

Does RSU withholding show up on W-2?

In all three options, the employer will include the total value of the vested RSU shares in Box 1 of your W-2, along with the amount of your normal wages. Your basis in all vested shares you receive is the amount included on your W-2 as income plus any amount you had to pay for the shares.

How are restricted stock units reported on taxes?

With RSUs, you are taxed when the shares are delivered, which is almost always at vesting. Your taxable income is the market value of the shares at vesting. You have compensation income subject to federal and employment tax (Social Security and Medicare) and any state and local tax.

What is RSU on W-2 Box 14?

w2 box 14 The company paid tax for RSU restricted stock units.

Are you taxed twice on RSUs?

Are RSUs taxed twice? No. The value of your shares at vesting is taxed as income, and anything above this amount, if you continue to hold the shares, is taxed at capital gains.

Do restricted stock units count as income?

Restricted stock is included in gross income for tax purposes and is recognized on the date when the stocks become transferrable. This is also known as the vesting date.

What are the codes in box 12 on W-2?

The W-2 box 12 codes are:A – Uncollected Social Security tax or Railroad Retirement Tax Act (RRTA) tax on tips. ... B – Uncollected Medicare tax on tips. ... C – Taxable costs of group-term life insurance over $50,000 (included in W-2 boxes 1,3 (up to Social Security wages base), and box 5); Taxable costs are information only.More items...•

Will I get a 1099 for restricted stock?

When restricted stock vests or RSU shares are delivered, the full value of the shares at vesting is reported on your Form W-2. If you are not an employee, this income appears on Form 1099-MISC. Employees include this value on tax returns as part of salary/compensation income on Line 7 of Form 1040.

What is restricted stock awards?

Restricted stock awards are a form of employee compensation where you're paid in stock, though you're not immediately free to sell the stock until you've been employed for a certain amount of time – when the stock is said to vest.

Why is restricted stock advantageous?

If employees anticipate that their restricted stock will gain in value between when it's awarded and when it actually vests and is available to sell, this can be advantageous because they will pay the lower capital gains tax rate rather than the ordinary income rate on that price difference.

What happens when restricted stock vests?

When restricted stock vests, employees are taxed on the market value of the stock, minus anything that they paid for it. Often stock grants simply give the restricted stock to employees as compensation, so they will have paid nothing for it and will be taxed on the market value of the stock. Employers often are required to withhold tax ...

Do employers pay employees in stock?

Employers sometimes prefer to pay employees a portion of their payment in stock, rather than in ordinary cash. They often don't want to immediately transfer the stock without restrictions to employees, though, and instead set up a so-called vesting schedule where the stock gradually becomes available to sell.

Do employers have to withhold tax on restricted stock?

Employers often are required to withhold tax from employee paychecks to cover this restricted stock as it vests. Sometimes, employees can have employers withhold some of the stock itself to pay the tax.

What is restricted stock unit?

A Restricted Stock Unit ( RSU) refers to a grant of a value equal to an amount of a company’s common stock. It is typically given to employees for employment.7 min read

What happens to a stock when it drops below the grant price?

However, if the stock price drops below the grant price, the value of the option decreases. Vesting.

What are the disadvantages of using RSUs?

They include: Your stock may not increase in value sufficiently to reward employees. RSUs are not always a sufficient incentive to attract the right talent.

What is graduated vesting?

Graduated vesting refers to vesting schedules under which stock to be awarded as part of an RSU plan vests in stated amounts at stated intervals throughout the vesting period. As an illustration, if an RSU plan calls for the employee to become 100% vested after five years of employment, he or she may become partially vested at stated intervals during the five year period, as laid out in the RSU plan. For example, the RSU plan may call for graduated vesting as follows: 10% after one year; 30% after two years; 50% after three years; 80% after four years; 100% after five years.

How long does a RSU vest?

The value of the stock may not be as great as anticipated. RSUs typically do not fully vest for five years, meaning that if you leave the company before that time, you will lose your ability to claim some or all of the stock shares under your RSU plan.

What is an RSU plan?

With an RSU plan, the company offers the employee an economic interest in the company stated as a specific number of shares of company stock. The stock is not immediately given out to the employee, however, but is instead awarded at a future time upon completion of a stated goal or on reaching a stated date.

What is an RSU?

An RSU is only one of many types of compensation that a company might use as an employee incentive. Some companies may elect to use RSUs, while others may choose stock grants or another form of equity compensation. It is up to you to decide which form is best for your company and your employees.

How does an RSU work?

An RSU is offered to an employee, generally as an incentive to stay with the company and help the company perform better. If the company does well, the stock price will increase, which helps the employee’s RSUs increase in value. It’s a win-win.

Why do companies give restricted stock units?

RSUs are a compensation and retention tool for employers. The benefits of a company issuing these is that employees who have shares in the company they work for are more likely to perform in a way that would help the company grow and do better, and in turn that would make their shares do better.

What are the advantages of restricted stock units?

The advantages of a restricted stock unit is that the employee gets to share in the growth of the company they spend their time working for. As the shares vest, the employee can then either keep them or sell them.

What are the disadvantages of restricted stock units?

One disadvantage of having RSUs as a form of compensation is that the money is not yours until the shares vest. If you leave the company or are fired before your shares are fully vested, then those shares go back to the company. You can’t count on the money in the RSU account until it is vested.

How do RSUs differ from stock options?

Stock options give an employee the right to purchase company stock at a determined price within a specified window of time. If the company stock increases from the time of offer to the time the stock options vests, an employee may be able to purchase the stock at a discounted price from the actual market value at time of purchase.

Is it better to take RSU or stock options?

This really depends on the situation. There are pros and cons to both stock options and RSUs.

What should I do with my restricted stock units?

This depends. If you are vested in the RSUs, that means you own the stock. In general, owning a high concentration of one company in your portfolio puts you at higher risk than a diversified portfolio would. If your RSUs are a large part of your portfolio, selling some to diversify may be a good idea.

What is included in W-2?

Remember that it’s not just for reporting your salary to you and the IRS. Your W-2 includes income from any other compensation sources you may have, such as stock options, restricted stock, restricted stock units, employee stock purchase plans, and cash bonuses. If you have income and withholding from what the IRS considers supplemental wage income ...

What is an incentive stock option?

With incentive stock options (ISOs), the value of the exercise income appears on Form W-2 only if you made what is technically called a disqualifying disposition. That means you sold or gifted the stock before you met the required holding periods of one year from exercise and two years from grant.

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