
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 should I do with my restricted stock units?
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.
How to sell restricted stock?
Private equity also gives investors access to fast-growing companies before they go public. If you work for a company that has granted you employee equity, such as incentive stock options or restricted stock units, you may be able to sell those ISOs or RSUs, though it will depend on whether your company allows it.
What is the basis of restricted stock?
Restricted stock units are a way an employer can grant company shares to employees. 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.

What does it mean when a stock is restricted?
Restricted stock refers to unregistered shares of ownership in a corporation that are issued to corporate affiliates, such as executives and directors. Restricted stock is non-transferable and must be traded in compliance with special Securities and Exchange Commission (SEC) regulations.
Can restricted stock be sold?
Key Takeaways. Restricted stock units are a form of stock-based employee compensation. RSUs are restricted during a vesting period that may last several years, during which time they cannot be sold. Units are just like any other shares of company stock once they are vested.
What is the difference between restricted and unrestricted stock?
Restricted and unrestricted stocks are important components of corporate executive compensation packages. Restricted stocks have particular conditions that must be fulfilled before they can be transferred or sold, whereas unrestricted stocks have no such conditions. There are two types of restricted stocks.
Is restricted stock good?
RSUs are appealing because if the company performs well and the share price takes off, employees can receive a significant financial benefit. This can motivate employees to take ownership. Since employees need to satisfy vesting requirements, RSUs encourage them to stay for the long term and can improve retention.
Can restricted stock be used as income?
While an RSU may sometimes be considered as qualifying income, stock options will never be considered income by a mortgage lender.
What is the holding period for restricted stock?
one yearHolding Period. If the issuer of the securities is not subject to the reporting requirements, then you must hold the securities for at least one year. The relevant holding period begins when the securities were bought and fully paid for.
How do restricted stocks work?
Restricted stock units are a way an employer can grant company shares to employees. 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.
How is restricted stock taxed?
If you're granted a restricted stock award, you have two choices: you can pay ordinary income tax on the award when it's granted and pay long-term capital gains taxes on the gain when you sell, or you can pay ordinary income tax on the whole amount when it vests.
Why are RSU taxed so high?
Since RSUs amount to a form of compensation, they become part of your taxable income, and because RSU income is considered supplemental income, the withholding rate can vary from 22% to 37%.
What happens to RSU if you leave?
Whenever you decide to quit, the vested portion of your RSUs will stay yours. Since shares of company stock are released to you upon a vesting date, those RSUs become shares that you own outright. And since you now own company shares outright, your departure from the company has no effect on your ownership.
How do I avoid paying taxes on RSU?
If you are holding RSUs to delay paying taxes on the gains, the proceeds from the sale can be used to max out tax-deferred accounts and offset your tax bill (in addition to diversifying your investment portfolio).
What are the disadvantages of using restricted stock to compensate employees?
Restricted Stock Bonus/Purchase Plans The disadvantage of a restricted stock bonus/purchase plan is that the employee has income but no cash with which to pay tax (of course, the Company can bonus cash to employee to cover the tax).
What is restricted stock?
Restricted stock refers to an award of stock to a person that is subject to conditions that must be met before the stockholder. Stockholders Equity Stockholders Equity (also known as Shareholders Equity) is an account on a company's balance sheet that consists of share capital plus. can exercise the right to transfer or sell the stock.
When does restricted stock become transferable?
The restricted stock becomes transferable after the expiration of an agreed upon period of time.
Why do employees vote during restricted stock vesting?
Employees are motivated to act and think like owners of the company when they are awarded restricted stock. This is because, when the restricted stock vests, the employee automatically becomes a part-owner of the company and is entitled to vote during special and annual general meetings.
What happens if the stock price remains below the exercise price?
If the stock price remains below or declines to below the option exercise price, then the option is essentially worthless, as the option holder cannot profitably exercise the option . This is in contrast to restricted stocks that retain some intrinsic value regardless of stock price movement.
Is restricted stock considered gross income?
Restricted stock is considered gross income in regard to taxation. Furthermore, this income is recognized on the vesting date of the stocks. The vesting date is the date on which the stock can be transferred or sold by the grantee. An employee pays income tax on the total value of the stock during the period in which it vests.
Can a buyer cancel a restricted stock?
If any of the executives leave before the agreed period, then the buyer can cancel awarding the restricted stock.
Can restricted stock awards be redeemable for cash?
However, the employee cannot usually redeem restricted stock awards for cash, in contrast to the case with restricted stock units.
What is restricted stock?
Restricted stock is a type of equity compensation plan offered by employers in which employees are granted stock but only gain full ownership after specific requirements are met, such as a vesting schedule or achieving performance metrics.
Why do companies offer restricted stock?
Companies offer restricted stock to their employees to attract top talent, lower cash requirements for the company, retain key employees and executives, and align the employees’ incentives with the business’s success.
How long does restricted stock vest?
In addition, the stock may have a vesting timeline of five years before the executive has full ownership of the shares. The vesting schedule gives the executive an incentive to stay longer and work in the best interests of the company’s success.
How long do you have to be vested in stock?
For example, your employer may grant you 3,000 shares of restricted stock in an agreement that states you will be fully vested after five years of employment (vesting a 20% portion per year) or if you meet specific performance goals. After you are fully vested, you now have full voting and dividend rights with the shares you were granted.
What are the two types of restricted stock?
There are two types of restricted stock: restricted stock units (RSUs) and restricted stock awards (RSAs).
When are restricted stock units taxed?
You are taxed on restricted stock units when the shares are delivered to you, which is almost always once you are fully vested. Therefore, your taxable income from restricted stock units is the market value of the shares at the time of vesting—and is taxed as ordinary income. 1
What happens if you leave your employer before the vesting schedule lapses?
Should you leave your employer before the vesting schedule has lapsed, you likely will forfeit your interest in the compensation plan.
What is restricted stock?
Restricted stock units are a type of compensation in which a company gradually transfers shares to an employee. Depending on the performance of the company, restricted stock units can fluctuate in value. From a company’s perspective, restricted stock units can help employee retention by incentivizing employees to stay with the company long-term. For employees, restricted stock units can help to share in some of the upside associated with a company’s success, occasionally producing very substantial income.
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 Is a Restricted Stock Unit (RSU)?
The term restricted stock unit (RSU) refers to a form of compensation issued by an employer to an employee in the form of company shares. Restricted stock units are issued to employees through a vesting plan and distribution schedule after they achieve required performance milestones or upon remaining with their employer for a particular length of time. RSUs give employees interest in company stock but no tangible value until vesting is complete. The RSUs are assigned a fair market value (FMV) when they vest. They are considered income once vested, 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. 1
How long are RSUs restricted?
RSUs are restricted during a vesting period that may last several years, during which time they cannot be sold.
Why don't RSUs pay dividends?
RSUs don't provide dividends because actual shares aren't allocated. 4 But 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 (IRC) .
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 .
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.
What is restricted stock?
Restricted shares and stock options are both forms of equity compensation that are awarded to employees. Restricted shares represent actual ownership of stock but come with conditions on the timing of their sale. Stock options are the right to buy a certain number of shares at a certain price in the future, with the employee benefiting only if ...
What is stock option?
Stock options are the right to buy a certain number of shares at a certain price in the future , with the employee benefiting only if the stock price then exceeds the stock option price.
How do stock options work?
Stock options are normally restricted by a market standoff provision, which restricts the sale of shares for a certain period of time after an initial public offering (IPO) to stabilize the market price of the stock.
What happens to an employee's shares after a merger?
That means that an employee's shares become unrestricted if the company is acquired by another and the employee is fired in the restructuring that follows. Insiders are often awarded restricted shares after a merger or other major corporate event.
Why are insiders restricted?
The restrictions are intended to deter premature selling that might adversely affect the company.
Do restricted shares have to be vested?
However, they are usually vested. That is, when restricted shares are given to an employee, it is on condition that the employee will continue working at the company for a number of years or until a particular company milestone is met. This might be an earnings goal or another financial target.
Do stock options involve a transfer of ownership?
Stock options do not involve a transfer of ownership. They are a right to buy shares at a specific price at some future date. The employee profits by the difference between the option price and the actual market price.
What is restricted stock unit?
Restricted stock units (RSU) are a form of stock-based compensation used to reward employees. RSUs will vest at some point in the future and, unlike stock options, will have some value upon vesting unless the underlying company stock becomes worthless. RSUs can be an important part of your client’s compensation package.
What does it mean to hold shares upon vesting?
Another way to look at this: A decision to hold the shares upon vesting is a decision to buy a company’s stock at the price on that day. If the shares have greatly appreciated, this is like buying at the top of the market and hoping that the shares continue to appreciate.
How much of your portfolio should be in company stock?
There are no hard and fast rules about allocation, but many financial advisors caution against holding more than 10% of your portfolio in company stock. Any concentrated stock holding is risky, but when it’s your own company’s stock, you run an elevated risk if the company falls on hard times.
Should a client take stock in taxable accounts?
The client should take into account all other shares of company stock held in taxable and retirement accounts. If the employer’s stock is a steady performer, the employee may be tempted to hold the stock—after all, there was no cost to obtain the shares.
Is it risky to hold a concentrated stock?
Any concentrated stock holding is risky, but when it’s your own company’s stock, you run an elevated risk if the company falls on hard times. If an employee loses their job with the company, it may be a result of the value of the stock from the RSUs and any other shares losing significant value.
Do restricted stock units have to be taxed?
They are subject to taxation at ordinary income rates plus the applicable state income tax rate. (For related reading, see " How Restricted Stock and Restricted Stock Units (RSUs) are Taxed ")
Do RSUs vest?
There is no value to the employee when issued. The RSUs will vest at some point in the future based on time passed or perhaps the achievement of a goal. They are then distributed as shares of stock but can be distributed as cash—although this is less common.
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.
How long do options last?
Options have a stated expiration date (often, but not always, 10 years from the date they are granted.) 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.
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 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.
Does stock increase in value?
Your stock may not increase in value sufficiently to reward employees.
Is stock awarded as part of an RSU plan taxable?
Stock awarded as part of an RSU plan is taxed as ordinary income at the time the award, as determined by the vesting schedule. For tax purposes, the stock is assigned a fair market value at the time they become vested. A portion of the stock is typically withheld to pay taxes, with the remaining shares awarded to the recipient, who may then sell them or hold on to them, according to his or her preference.

Restricted Stocks in A Buyer-Seller Relationship
- Restricted stocks may be used as part of the considerationbetween a buyer and a seller. The buyer of a business may award the seller restricted stock in the company if they meet specific post-sale transaction requirements.
Units vs. Awards
- Restricted stock units and restricted stock awards are two of the most popular stock bonus structures for employees. Here is an explanation of how the two stock variations compare to each other.
Restricted Stock vs. Stock Options
- Employees typically prefer owning restricted stock rather than stock options for several reasons, including:
Taxation
- Restricted stock is considered gross income in regard to taxation. Furthermore, this income is recognized on the vesting date of the stocks. The vesting date is the date on which the stock can be transferred or sold by the grantee. An employee pays income tax on the total value of the stock during the period in which it vests. The employee also pays capital gains tax on any gains in the …
Related Readings
- CFI offers the Financial Modeling & Valuation Analyst (FMVA)™certification program for those looking to take their careers to the next level. To keep learning and advancing your career, the following CFI resources will be helpful: 1. Cliff Vesting 2. Employee Stock Ownership Plan (ESOP) 3. Remuneration 4. Stock-based Compensation
How Is Restricted Stock used?
- Most companies use restricted stock for employee-compensation purposes, these stocks fully are vested to employees after they have fulfilled some obligations and met requirements which might include contributing significantly to the growth of the company and staying in the company for a number of years. Restricted stock gained popularity in the mid 2000s. They are also issued to af…
Restricted Stock Units vs. Restricted Stock Awards
- Restricted stocks have two categories or variations, these are; This is a variation of restricted stock made as a promise to an employee which is to be vested at a predetermined time in the future. An employer who promises an employee RSUs agrees to give the stocks at a later date. As at the time promised, RSUs are not stocks but only a promise to ...
Taxation of Restricted Stock
- Section 1244 of the Internal Revenue Code (IRC) governs restricted stocks, which is why the are otherwise called section 1244 stock. Holders of restricted stock are required by the IRS to pay capital gains or loss on the stock. The taxation of this stock is determined by the difference in the stocks price at the date it was vested and the date it was sold. There are many tax options avail…
What Is A Restricted Stock Unit (Rsu)?
Understanding Restricted Stock Units
- Restricted stock gained popularity as a form of employee compensation as a better alternative to stock options after accounting scandals in the mid-2000s involving companies like Enron and WorldCom came to light. At the end of 2004, the Financial Accounting Standards Board (FASB) issued a statement requiring companies to book an accounting expense for stock options issue…
Special Considerations
- RSUs are treated differently than other forms of stock options when it comes to how they are taxed. Unlike these other plans, the entire value of an employee's vested stock is counted as ordinary income in the same year of vesting.3 In order to declare the amount, an employee must subtract the original purchase of the stock or its exercise price from the FMV on the date it beco…
Advantages and Disadvantages of RSUs
- Advantages
RSUs provide an incentive for employees to stay with a company for the long term and help it perform well so that their shares increase in value. If an employee decides to hold their shares until they receive the full vested allocation and the company's stock rises, the employee receive… - Disadvantages
RSUs don't provide dividends because actual shares aren't allocated.6 But 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 g…
Examples of RSUs
- Suppose Madeline receives a job offer. Because the company thinks Madeline's skill set is valuable and hopes she remains a long-term employee, it offers her 1,000 RSUs in addition to a salary and other benefits. The company's stock is worth $10 per share, making the RSUs potentially worth an additional $10,000. To give Madeline an incentive to stay with the …