
Restricted Stock Units: The Essential Facts
- Restricted stock units (RSUs) are a way your employer can grant you company shares.
- RSUs are nearly always worth something, even if the stock price drops dramatically.
- RSUs must vest before you can receive the underlying shares. Job termination usually stops vesting.
What is restricted stock and how is it taxed?
Jul 05, 2017 · So what is a restricted stock grant? These are gifts from a company to an employee of the firm’s stock and have different rules and tax treatments than an ESOP, an ESPP, or stock options like NSOs and ISOs.
What is the tax treatment for a stock grant?
Apr 04, 2021 · A restricted stock unit is a promise made to an employee by an employer to grant a given number of shares of the company's stock to the employee at a predetermined time in the future. Since RSUs...
Are restricted stock grants taxable?
Aug 21, 2020 · A Restricted Stock Unit (RSU) refers to a grant of a value equal to an amount of a company’s common stock. The RSU is typically granted to a new or valuable employee as an incentive for employment or to meet specified performance goals.
How are restricted stock awards taxed?
A Restricted Stock Award Share is a grant of company stock in which the recipient’s rights in the stock are restricted until the shares vest (or lapse in restrictions). The restricted period is called a vesting period.

Is it better to take RSU or stock options?
How are restricted stock grants taxed?
Should I accept restricted stock units?
What is the difference between stock options and grants of restricted stock?
Should you sell RSUs right away?
Should I sell RSUs at a loss?
Because RSUs are taxed at the time they vest, there's no tax advantage for holding on to them. Moreover, investments that are diversified—spread out over many different stocks or bonds—perform better, on average, than investments that are concentrated in one stock.Jul 25, 2021
Can you lose money with RSU?
Can I sell restricted stock?
Why are RSU taxed so high?
What is the difference between ESOP and RSU?
How is restricted stock initially acquired?
How are RSU taxed in Australia?
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James Chen, CMT, is the former director of investing and trading content at Investopedia. He is an expert trader, investment adviser, and global market strategist. Thomas Brock is a well-rounded financial professional, with over 20 years of experience in investments, corporate finance, and accounting.
What is restricted share?
Restricted shares provide an employee with a stake in their company, but they have no tangible value before they vest. Vesting gives employees rights to employer-provided assets over time, giving the employees an incentive to perform well and remain with a company.
When did restricted stock become popular?
The restricted stock units are assigned a fair market value at the time of their vesting. Restricted stock became more popular in the mid-2000s as companies were required to expense stock option grants.
What is SEC Rule 144?
The SEC regulations that govern the trading of restricted stock are outlined under SEC Rule 144, which describes the registration and public trading of restricted stock and the limits on holding periods and volume. 1 .
What is restricted stock unit?
A restricted stock unit is a promise made to an employee by an employer to grant a given number of shares of the company's stock to the employee at a predetermined time in the future. Since RSUs are not actually stocks, but only a right to the promised stock, they carry no voting rights.
Do RSUs have voting rights?
Since RSUs are not actually stocks, but only a right to the promised stock, they carry no voting rights. An RSU must be exercised in order to receive the stock. An RSU that is converted to a stock carries the standard voting rights for the class of stock issued. A restricted stock award is similar to an RSU in a number of ways, ...
Do restricted stockholders pay taxes?
Restricted stockholders pay tax on the capital gain or loss represent ed by the difference between the stock’s price on the date it vests and the date it is sold. In addition, restricted stock is taxable as ordinary income in the year it vests.
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
Do RSUs convert to stock?
Additionally, RSUs are converted to stock at a future date according to a vesting schedule, and therefore provide the company with a level of security in terms of retaining top employees because those employees are likely to remain with the company until the stock benefit is fully vested.
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.
Do stock options expire?
Stock options do not vest, but instead have an expiration date, after which the option cannot be exercised. Term. RSUs are converted to shares once they are vested, and therefore do not expire. Options have a stated expiration date (often, but not always, 10 years from the date they are granted.) Taxation.
Is a stock option taxable?
Taxation. RSUs are taxed as ordinary income at the time they become vested and liquid. A stock option is taxed at the time it is exercised. Once the underlying stock is sold, the gains on the sale are also taxable at the time of the sale.
What is phantom stock?
Phantom stock is often used as a way to compensate certain individuals with a form of equity participation in a startup in lieu of stock options . For example, the “owner” of phantom shares may receive a predetermined amount of money when the company issuing the phantom shares goes public.
What is stock grant?
Stock grants refer to the issuance of an award, such as a stock option, that is provided to key employees as part of a stock plan. Stock grants allow the employee to purchase a specific number of shares of company stock at a specific price (known as the grant price) as stated in the grant. Restricted stock awarded to employees is a form ...
What is restricted stock?
A Restricted Stock Award Share is a grant of company stock in which the recipient’s rights in the stock are restricted until the shares vest (or lapse in restrictions). The restricted period is called a vesting period. Once the vesting requirements are met, an employee owns the shares outright and may treat them as she would any other share ...
Is restricted stock award taxed?
Under normal federal income tax rules, an employee receiving a Restricted Stock Award is not taxed at the time of the grant (assuming no election under Section 83 (b) has been made, as discussed below). Instead, the employee is taxed at vesting, when the restrictions lapse. The amount of income subject to tax is the difference between ...
What happens if an employee accepts restricted stock?
Once an employee is granted a Restricted Stock Award, the employee must decide whether to accept or decline the grant. If the employee accepts the grant, he may be required to pay the employer a purchase price for the grant.
What happens when restricted stock vests?
When a Restricted Stock Award vests, the employee receives the shares of company stock or the cash equivalent (depending on the company’s plan rules) without restriction.
Is a stock held as a capital asset subject to capital gains tax?
Capital gains treatment. Assuming the stock is held as a capital asset, future gains (or losses) would be taxed only as capital gains, and, therefore, would be subject to favorable capital gains tax rates. There are also several potential disadvantages of making a Special Tax 83 (b) election: Falling share prices.
What happens if stock prices fall during vesting?
If the stock price declined during the vesting period, there is a risk that more taxes would be paid based on the fair market value on the grant date than would have been paid at vesting. Timing of tax payment.
Can restricted stock be forfeited?
Risk of forfeiture. If the restricted stock award is forfeited (e.g., by leaving the company before the stock vests), a loss cannot be claimed for tax purposes with respect to the restricted stock award. Additionally, there is no refund on the tax paid on the restricted stock award.
Restricted Stock Explained
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Definition and Examples of Restricted Stock
Restricted stock, also referred to as restricted stock units (RSUs), is a type of equity compensation through which a company pays its employees in shares of stock. The stock is “restricted” because it is often accompanied by a vesting schedule before the employee has full ownership of the stock.
How Restricted Stock Works
Restricted stock plans give employees of a company a personal interest in how well the company does. The vesting schedule of restricted stock units is usually dependent on length of employment or based on performance goals being met. Once you are fully vested, you have voting rights and possibly dividend payments with the shares you are granted.
Types of Restricted Stock
There are two types of restricted stock. They are restricted stock units (RSUs) and restricted stock awards (RSAs). Both are stock compensation plans given to company employees that have certain restrictions to be met before the stock can be delivered to the employee.
Restricted Stock vs. Stock Options
Restricted stock and stock options are some of the more popular equity compensation plans offered by employers. What’s the difference between the two?
What It Means for Individual Investors
How a company compensates its employees is a vital piece of information that can be an indicator of future company success. Restricted stock can be an excellent way for companies to include their employees in the overall ownership of the company and its performance.
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What happens to vesting shares?
Upon vesting, they are considered income, and a portion of the shares is withheld to pay income taxes. The employee receives the remaining shares and can sell them at their discretion.
How long do RSUs last?
RSUs are restricted during a vesting period that may last several years , during which time they cannot be sold. Once vested, the RSUs are just like any other shares of company stock. Unlike stock options or warrants which may expire worthless, RSUs will always have some value based on the underlying shares.
When did restricted stock become popular?
Restricted stock as a form of executive compensation became more popular after accounting scandals in the mid-2000s involving companies like Enron and WorldCom as a better alternative to stock options. At the end of 2004, the Financial Accounting Standards Board (FASB) issued a statement requiring companies to book an accounting expense for stock options issued. This action leveled the playing field among equity types.
What happens if an employee holds their stock?
If an employee decides to hold their shares until they receive the full vested allocation, and the company's stock rises, the employee receives the capital gain minus the value of the shares withheld for income taxes and the amount due in capital gains taxes .
Do RSUs pay dividends?
RSUs don't provide dividends, as actual shares are not allocated. However, an employer may pay dividend equivalents that can be moved into an escrow account to help offset withholding taxes, or be reinvested through the purchase of additional shares. The taxation of restricted stocks is governed by Section 1244 of the Internal Revenue Code.
Do RSUs have voting rights?
RSUs don't have voting rights until actual shares get issued to an employee at vesting. If an employee leaves before the conclusion of their vesting schedule, they forfeit the remaining shares to the company.
What is non qualified stock option?
Non-qualified stock options are one type of stock option that doesn't feature any favorable tax treatment when dealt with under the US Internal Revenue Code. As a result of this, the use of the word, 'non-qualified' applies to the tax treatment of these stocks because it isn't eligible for special tax treatment or any other favorable considerations.
What is incentive stock option?
Incentive stock options, or ISOs, are designed in a way that qualifies these stock options for special tax treatment when placed under the US Internal Revenue Code. In addition to this, these ISOs aren't subjected to Medicare, Social Security, or withholding taxes. Nonetheless, to qualify for these taxation treatments, these stock options are required to meet rigid criteria under the US tax code. In addition to this, the mechanisms making up incentive stock options detail that these can only be granted to employees. Such stock options can't be released to contractors or consultants, which is unlike NQSOs.
What is restricted stock?
As the use of 'restricted' entails, any restricted stock has certain restrictions on how the employee and future owner of this stock may use it. Generally speaking, an employee of a company is required to hold onto this restricted stock for a specific time.
How are RSUs taxed?
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. That income is subject to mandatory supplemental wage withholding. Withholding taxes, which for U.S. employees appear on Form W-2 along with the income, include the following: 1 federal income tax at the flat supplemental wage rate, unless your company uses your W-4 rate 2 Social Security (up to the yearly maximum) and Medicare 3 state and local taxes, when applicable
What is restricted stock unit?
Restricted stock units (RSUs) are a way your employer can grant you company shares. RSUs are nearly always worth something, even if the stock price drops dramatically. RSUs must vest before you can receive the underlying shares. Job termination usually stops vesting.
Do you have to vest RSUs?
RSUs must vest before you can receive the underlying shares. Job termination usually stops vesting. With RSUs, you are taxed when you receive the shares. Your taxable income is the market value of the shares at vesting. If you have received restricted stock units (RSUs), congratulations—this is a potentially valuable equity award ...
Why is a grant restricted?
The grant is "restricted" because it is subject to a vesting schedule, which can be based on length of employment or on performance goals, and because it is governed by other limits on transfers or sales that your company can impose. You typically receive the shares after the vesting date.
What is taxable income?
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. That income is subject to mandatory supplemental wage withholding. Withholding taxes, which for U.S.
Is federal income tax included in W-2?
employees appear on Form W-2 along with the income, include the following: federal income tax at the flat supplemental wage rate, unless your company uses your W-4 rate.
What taxes are included in W-2?
Withholding taxes, which for U.S. employees appear on Form W-2 along with the income, include the following: federal income tax at the flat supplemental wage rate, unless your company uses your W-4 rate. Social Security (up to the yearly maximum) and Medicare. state and local taxes, when applicable.
Can restricted stock be transferred?
Also called letter stock or Section 1244 stock, a restricted stock award comes with strings attached. For example, it cannot be transferred and it may be forfeited if the recipient fails to meet expectations. Unless you made an 83 (b) election, don't report a restricted stock award. In fact, you won't report anything until the stock vests.
Do you report restricted stock awards on W-2?
Unless you made an 83 (b) election, don't report a restricted stock award. In fact, you won't report anything until the stock vests. However, if you have an arrangement where you receive dividends on the award prior to vesting, the dividends should be included in box 1 (wages) of your W-2. If you did make a Section 83 (b) election, your employer ...
What is stock grant?
With a stock grant, a company provides you with stock shares rather than a unit that gives you a future right. However, this doesn't always mean you're immediately free to sell the shares. Many stock grants have a vesting period, during which you may still lose the rights to the stock.
What is restricted stock unit?
Restricted stock units (RSUs) and stock grants are often used by companies to reward their employees with an investment in the company rather than with cash. As the name implies, RSUs have rules as to when they can be sold. Stock grants often carry restrictions as well.
Do stock grants vest?
Many stock grants have a vesting period, during which you may still lose the rights to the stock. Only when you are fully vested in the stock do you have 100% ownership rights to do with the stock as you please. As with RSUs, stock grants typically vest after a period of time, or after certain performance measures are met.
How long do you have to hold stock to get taxed?
Here are the different ways you can be taxed: If you hold the stock for less than one year, your gain will be short term, and you'll owe ordinary income tax on it. If you hold the stock for one year or more, your gain will be long term, meaning you'll pay tax at the more favorable capital gains rate.
How long do you have to hold stock to get capital gains?
If you hold the stock for less than one year, your gain will be short term, and you'll owe ordinary income tax on it. If you hold the stock for one year or more, your gain will be long term, meaning you'll pay tax at the more favorable capital gains rate.
Do you report stock grants on 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.
Do you have to pay taxes on RSU?
When you receive an RSU, you don't have any immediate tax liability. You only have to pay taxes when your RSU vests and you receive an actual payout of stock shares. At that point, you have to report income based on the fair market value of the stock.
