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  • Nick Burgess

Are Restricted Stock Units (RSUs) Double Taxed?

The following article is for entertainment and educational purposes only, and should not be considered financial advice. Please contact a licensed financial professional for your individual situation, and for individualized financial advice. Some links below are affiliate links, generating a small commission for the site at no cost to you.


As a personal finance blogger, I often receive questions from readers about restricted stock units (RSUs) and their tax implications. There's a common misconception that RSUs are subject to "double taxation." This couldn't be further from the truth, but it's important to understand how RSUs are taxed and the impact on your tax return. In this article, I will walk you through everything you need to know about RSU taxation, including how RSUs work, tax liability, and the best strategies to minimize your tax bill.

Understanding RSUs

Restricted stock units are a popular form of equity compensation, especially in the tech industry. RSUs represent a promise from your employer to grant you a certain number of company shares (or the cash equivalent) at a future date, subject to a vesting schedule. The grant date is the time of grant, and the vesting date is when the RSUs vest, which means they become yours with no substantial risk of forfeiture.

How RSUs Work

RSUs are issued with a vesting period, typically spanning several years. This period can follow a graded vesting schedule, where a portion of the RSUs vest each year or at a later date when certain performance milestones are met. Once vested, RSUs convert into actual shares of stock, and you can choose to hold or sell them. It's important to note that RSUs don't carry voting rights until they've vested and converted into shares.

Taxation of RSUs: Income Tax at Vesting

When your RSUs vest, the fair market value of the stock at the vesting date is considered taxable income. This RSU income is subject to federal, state, and local income taxes, as well as Social Security and Medicare taxes. Your employer will report this compensation income on your Form W-2 for the calendar year in which the RSUs vest.

To cover the tax liability, employers often withhold a portion of the vested shares or the cash equivalent. This tax withholding is typically done at a flat rate, although you can consult with a financial advisor or tax preparer to determine the best strategy for your specific situation.

Capital Gains Tax at Sale

When you sell the shares acquired from vested RSUs, you will be subject to capital gains taxes on any appreciation in value from the vesting date to the sale price. The difference between the fair market value of the stock at vesting and the sale price is your capital gain or capital loss. If you hold the shares for more than a year after vesting, any gains will be taxed at the long-term capital gains rate, which is typically lower than your marginal tax bracket. However, if you sell the shares within a year, any gains will be considered short-term capital gains and taxed at your ordinary income tax rate.

RSU Taxes for Private Companies

RSUs issued by private companies may have additional tax implications due to a lack of liquidity events, such as an IPO or acquisition. Double-trigger RSUs are commonly used by private companies, which means that vesting is contingent on both the passage of time and a liquidity event. Single-trigger RSUs, on the other hand, vest solely based on time or performance milestones.

In the case of double-trigger RSUs, the taxable event occurs when both triggers are met, and the value of your shares becomes taxable income. It's essential to consult with a financial planner, legal counsel, or tax advisor to fully understand the tax consequences of RSUs from private companies.

Minimizing Your Tax Bill

There are several strategies to help minimize your tax bill when it comes to RSUs:

Hold the shares for more than a year: By holding the shares for over a year after vesting, you can benefit from the lower long-term capital gains tax rates, which can be significantly less than your marginal tax bracket.

  1. Tax loss harvesting: If you have other investments that have experienced capital losses, you can sell those investments to offset capital gains from your RSUs. This strategy can help reduce your overall tax liability.

  2. Charitable donations: You can donate the vested shares directly to a qualified charity. By doing this, you can potentially avoid capital gains tax on the appreciation of the shares and potentially claim a tax deduction for the full market value of the donated shares.

  3. Consider the timing of your sale: If you anticipate being in a lower tax bracket in subsequent years, it might be beneficial to hold onto your shares and sell them when your tax rates are lower.

  4. Consult a financial advisor or tax preparer: A professional can help you understand the tax implications of your RSUs and provide personalized advice based on your unique financial situation.

Understanding RSU-Related Tax Forms

When it comes to tax time, there are a few key forms you should be aware of:

  1. Form W-2: Your employer will report the income from your vested RSUs on your Form W-2, which is used to file your income taxes.

  2. Form 1099-B: If you sell your shares, your brokerage will issue a Form 1099-B, which reports the sale and provides information on your cost basis and proceeds from the sale. You will need this information to report the capital gains or losses on your tax return.

  3. Schedule D: You will report capital gains and losses from the sale of your RSU shares on Schedule D of your tax return. This will help you calculate your overall capital gains tax liability.


RSUs can be a valuable form of employee compensation, offering potential for significant growth in your net worth as your company's stock price increases. However, it's essential to understand the tax implications of RSUs, including the difference between ordinary income tax and capital gains taxes. While RSUs may seem subject to "double taxation" at first glance, they are in fact taxed only once at each stage of the process: income tax at vesting and capital gains tax at sale.

To make the most of your RSUs and minimize your tax liability, it's crucial to work with a financial advisor or tax professional who can help you navigate the complexities of RSU taxes. Remember, the more informed you are about your RSUs and their tax implications, the better positioned you'll be to maximize their value and make the most of this form of equity compensation.


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