
What are the tax implications of Selling Restricted stock?
The Tax Implications of Selling Restricted Stock. Companies have found that giving their employees stock not only is a low-cash form of compensation, it increases employee and executive interest in their company's success. Many organizations issue restricted stock as part of employee and executive stock-purchase plans and compensation packages.
What does it mean to have a restricted stock unit?
Restricted stock unit. A restricted stock unit refers to a promise to an employee to grant them a specific number of shares in the employing company. The stocks are issued on a vesting schedule, and the employee must continue working with the employer for an agreed period before they can get the full rights to the stocks.
Why do companies give employees restricted stock?
Companies have found that giving their employees stock not only is a low-cash form of compensation, it increases employee and executive interest in their company's success. Many organizations issue restricted stock as part of employee and executive stock-purchase plans and compensation packages.
What is the difference between stock options and restricted shares?
Stock Options Vs. Restricted Shares 3. Taxation of Stock Warrants 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.

What happens when sell restricted stock?
If the price the share is sold at is higher than the fair market value, you will have to pay short-term capital gains tax on the difference. Depending on the price, if it is higher than the fair value then you will pay long-term capital gains on the difference in the amount.
Can restricted stock be taken away?
Once you have shares in an RSU that vest (becomes yours), the company can no longer take them back, and you must pay ordinary income taxes on the fair market value of the shares at the time they vest.
Does 1 RSU equal 1 stock?
Each RSU will correspond to a certain number and value of employer stock. For example, suppose your RSU agreement states that one RSU corresponds to one share of company stock, which currently trades for $20 per share. If you're offered 100 RSUs, then your units are worth 100 shares of stock with a value of $2,000.
Do you get taxed twice on restricted stock?
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.
How long do you have to hold restricted stock?
Short-term is considered 1 year or less, which is 365 days or less. The short-term holding period is taxed at ordinary income tax rates. Long-term is considered more than 1 year, which is more than 365 days. The long-term holding period is taxed at long-term capital gains tax rates.
What happens if RSU doesn't go public?
If your RSUs vest when your company is still private, you'll owe taxes but not be able to sell the shares for the money you'll need to pay the taxes.
Should I cash out my RSU?
If your company is public, the best thing to do is to cash them out as soon as they vest. The reason is that RSUs essentially function like a cash bonus, being taxed at the time they vest.
How are RSUs paid out?
You typically receive the shares after the vesting date. Only then do you have voting and dividend rights. Companies can and sometimes do pay dividend equivlent payouts for unvested RSUs.
Do you need to exercise RSU?
What are RSUs? RSUs are claims for shares of company stock given to employees as a form of compensation. Unlike stock options, you don't have to pay to exercise RSUs — once they vest, they're yours. Historically, RSUs were far more common for employees of public companies than those who work at private companies.
Why do I pay taxes on RSU twice?
Instead of paying tax on ordinary income of $10,000 and capital gain income of $2,000, you would mistakenly pay tax on $10,000 of ordinary income and $12,000 of capital gain. You would be paying tax twice on the income from receiving RSU shares—and that's paying tax on an extra $10,000 of gain!
How do I avoid paying taxes on RSU?
The first way to avoid taxes on RSUs is to put additional money into your 401(k). The maximum contribution you can make for 2021 is $19,500 if you're under age 50. If you're over age 50, you can contribute an additional $6,000.
Why are my RSUs taxed so high?
Taxes are usually withheld on income from RSUs. 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 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 think like owners of the company when they are restricted?
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. Hopefully, this motivates employees to focus more on achieving the overall corporate goals of the company.
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.
What is EPS in stock?
EPS measures each common share's profit. goals, or other pre-agreed financial performance goals. The conditions may apply to the awarding of stock rather than the right to sell or transfer stock that has already been awarded to the grantee.
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.
What is restricted stock?
Restricted stock is, by definition, a stock that has been granted to an executive that is nontransferable and subject to forfeiture under certain conditions, such as termination of employment or failure to meet either corporate or personal performance benchmarks.
What are the advantages of stock compensation?
This type of compensation has two advantages: It reduces the amount of cash that employers must dole out, and also serves as an incentive for employee productivity. There are many types of stock compensation, and each has its own set of rules and regulations.
What is Section 83 B?
Section 83 (b) Election. Shareholders of restricted stock are allowed to report the fair market value of their shares as ordinary income on the date that they are granted, instead of when they become vested if they so desire. 2 The capital gains treatment still applies, but it begins at the time of grant.
What is the rule for insider trading?
Although there are some exceptions, most-restricted stock is granted to executives who are considered to have "insider" knowledge of a corporation, thus making it subject to the insider trading regulations under SEC Rule 144. 1 Failure to adhere to these regulations can also result in forfeiture.
How much does Sam have to report in vesting?
Sam will have to report a whopping $900,000 of the stock balance as ordinary income in the year of vesting, while Alex reports nothing unless the shares are sold, which would then be eligible for capital gains treatment.
Can you deliver stock until vesting and forfeiture requirements have been satisfied?
Therefore, the shares of stock cannot be delivered until vesting and forfeiture requirements have been satisfied and release is granted. Some RSU plans allow the employee to decide within certain limits exactly when to receive the shares, which can assist in tax planning.
Is there a forfeiture risk in Section 83 B?
Unfortunately, there is a substantial risk of forfeiture associated with the Section 83 (b) election that goes above and beyond the standard forfeiture risks inherent in all restricted stock plans.
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.
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.
Restricted Stock Explained
Cameron Williams has nearly a decade of experience working in the financial industry. A former investment advisor, Cameron now writes about investing, banking, insurance, and general personal finance. He studied economics at Utah State University and holds FINRA securities licenses including Series 6, Series 63, and Series 65.
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.
What to do if you have restricted stock?
If you hold restricted stock units and your company is being acquired or merging with another firm, consider working with a financial advisor familiar with the process. An advisor can help you navigate the legalese in the agreements and determine how those documents ultimately impact your financial and tax situation.
What happens if equity compensation is not part of the package for employees?
If equity compensation is not part of the package for their employees, it could upset their existing base if newly acquired coworkers were given stock. Yet another wrinkle in the what-if scenarios is the status of either firm as a public or private company.
Do unvested RSUs get anything?
However, the reality is that even those with unvested RSUs usually get something for their unearned stock awards.
Why is restricted stock called restricted stock?
Restricted stock gets its name because it cannot be sold on the open market, per Securities and Exchange Commission Rule 144. However, holders of restricted stock are allowed to profit. To sell, a stockholder must register restricted stock with the SEC.
What are the tax implications of restricted stock?
Companies have found that giving their employees stock not only is a low-cash form of compensation, it increases employee and executive interest in their company's success. Many organizations issue restricted stock as part of employee and executive stock-purchase plans and compensation packages.
How long does restricted stock vest?
Restricted stock counts as income in the year in which it is vested. An executive or employee might be awarded stock options or a grant of restricted stock in a certain year, but if the vesting schedule takes three years, taxation is delayed by three years. Whether a person keeps the stock or sells it, taxes are based solely on the worth of the stock at the time of vesting. This value, minus anything the employee paid for the stock, becomes part of her taxable income for the year.
Does a vesting increase your income?
The large increase of income in the vesting year can greatly increase the taxes that the person owes. Depending on the value of the stock at the time of vesting, a person's income can easily double or triple -- pushing him into a much higher tax bracket.
Is restricted stock a low cash form?
Companies have found that giving their employees stock not only is a low-cash form of compensation, it increases employee and executive interest in their company's success. Many organizations issue restricted stock as part of employee and executive stock-purchase plans and compensation packages. Restricted stock, unlike other forms ...
Do restricted stock holders pay taxes?
Holders of restricted stock pay no capital gains taxes upon sales, because they already paid income taxes on the stock, so the government already has made money from the gain. This gives restricted stock recipients less incentive than other investors to hold onto their shares.
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 ...
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.
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 happens if you sell only some of your shares to pay taxes?
Miscalculating the number of shares surrendered or sold for taxes. If you sold only some of the shares to pay the withholding taxes, you don't want to report on your Form 8949 the cost basis for all the shares vested. That would result in a much larger tax basis and a capital loss for those shares sold.
What are the mistakes to avoid on federal taxes?
Mistakes can lead to overpayment of taxes or unwanted attention from IRS auditors. Here are five mistakes to avoid on your federal tax return. Getty. Tax returns get complex when you have various types of compensation income, such as from stock options, restricted stock, or an employee stock purchase plan (ESPP).
Why is Box 1E blank on 1099-B?
For the cost basis, Box 1e of your Form 1099-B may be blank (or show $0) only because brokers are not allowed to report the cost basis for securities where no money is paid for them (technically called noncovered securities, e.g. restricted stock and RSUs).
What is the basis for 8949?
Even though you do not purchase stock acquired from restricted stock/RSUs, your tax basis for reporting the stock sale on Form 8949 is the amount of compensation income recognized at vesting that appeared on your Form W-2. If you made a Section 83 (b) election, the basis amount is the value at grant on your Form W-2.

Restricted Stocks in A Buyer-Seller Relationship
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 pay...
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