Personal taxes


What Does RSU Mean? How Restricted Stock Units Work And Difference Between RSUs and Stock Options

10 minute read

All You Need To Know About Restricted Stock Units (RSUs): What RSU Means, How Restricted Stock Units Work, Tax Strategies, And How An RSU Differs From Stock Options



Imagine getting your hands on a treasure map, but you can't claim the gold until you follow the X's and navigate the hidden paths. That's essentially what a Restricted Stock Unit (RSU) feels like.

Tempted by the glimmer of financial treasure buried within a company's walls? Restricted Stock Units (RSUs) might be your golden ticket. They're like buried chests within the corporate landscape, promising ownership but demanding you follow the map of vesting schedules and performance milestones. This article serves as your compass, explaining what an RSU is and highlighting how it can benefit your finances.

Understanding How Restricted Stock Units Work

Definition and Basics of RSUs

RSUs, or restricted stock units, are a form of equity compensation given to employees as part of their overall compensation package. When an employee is granted RSUs, they do not actually receive the shares of company stock right away. Instead, the shares are withheld by the company until they vest, which means the employee gains full ownership of the shares. At that point, the employee must pay tax on the value of the shares. RSUs are a popular form of compensation, as they provide employees with a stake in the company's success and performance. 

Advantages and Disadvantages of RSUs

 Restricted Stock Units (RSUs) offer several advantages over traditional stock options. Unlike stock options, RSUs are typically tied to performance goals, providing employees with a sense of ownership in the company. Additionally, RSUs are usually more straightforward to understand and manage, as they are issued as actual company shares. However, one major disadvantage of RSUs is that the value of the shares can fluctuate, and employees may not have the flexibility to sell their shares immediately. Another downside is that RSUs are taxed at the fair market value when they vest, which can burden employees financially. Overall, RSUs can be a valuable incentive for employees, but carefully considering the potential downsides is essential.

Feature Advantages Disadvantages
Incentive for Long-Term Commitment Aligns employee interests with company success, promoting ownership and loyalty. Vesting cliff or schedule can lead to employee turnover before the full benefit is realized.
Potential for Significant Financial Gain Shares appreciate in value, potentially leading to substantial financial reward. Risk of stock price decline, resulting in lower value or even loss.
No Upfront Investment No cost to acquire shares, eliminating financial risk for employees. Limited control over the timing and amount of shares received.
Simplicity and Transparency Easy to understand vesting schedule and value calculation compared to stock options. Tax implications can be complex, with the potential for a high tax burden at vesting.
Retention of Value Guaranteed value unless the company stock price reaches zero, unlike options which may expire worthless. Shares are locked up during the vesting period, limiting access to potential gains.
Flexibility after Vesting Vested shares can be sold or held like any other stock, offering flexibility in financial planning. Risk of selling shares prematurely and missing out on future growth.
Lower Administrative Costs for Companies Minimal administrative burden compared to managing stock options. Potential for dilution of shareholder value if too many RSUs are granted.

RSU Vesting and RSU Tax Implications

Vesting Period and Implications for RSUs

A vesting period is the time an employee must wait before being able to exercise their stock options or receive full ownership of the stock grants, such as Restricted Stock Units (RSUs). There are different types of vesting schedules, including cliff vesting, where the employee becomes fully vested after a set period, typically one year, and graded vesting, where the employee becomes partially vested over a period of time. The implications of the vesting period for RSUs are significant, as employees may not receive any shares upon vesting until the end of the vesting period, which can impact their financial planning and long-term investment strategy.

Impact of RSU Vesting on Income Taxes

RSU vesting can have a significant impact on income taxes. When RSUs (restricted stock units) vest, the value of the shares is considered as part of the employee’s income. This means that the employee may need to pay income taxes on the value of the vested RSUs. Additionally, if the employee chooses to buy stock once it has vested, they may also be subject to capital gains taxes if they sell the stock at a profit. It’s important for employees to understand and plan for the tax implications of RSU vesting, as the taxes can vary depending on the vesting schedule and the value of the stock at the time of vesting.

RSU Stock and Taxation Strategies

 Restricted Stock Units (RSUs) are a type of stock compensation that is granted to employees in the form of shares of the company. When these shares vest, they are taxed as ordinary income at the current market value. To minimize the tax impact, employees can use tax planning strategies such as tax-loss harvesting or gifting the shares to family members in lower tax brackets. Additionally, employees can consider selling a portion of the vested shares to cover the tax liability. It's important for employees to carefully consider their tax options and consult with a financial advisor to develop an effective taxation strategy for their RSU stock.

Using Vested RSUs to Buy Company Stock

When using vested RSUs to buy company stock, employees can choose to either sell the shares to cover the cost of the stock or hold the shares to potentially benefit from any future increase in the company's stock price. For example, if an employee has 100 shares of vested RSUs, they can use those shares to buy the company's stock. If the current stock price is higher than the RSU grant price, the employee could sell some of the shares to cover the cost of purchasing the stock and then hold onto the remaining shares to potentially gain from any future increase in the company's stock value.

What is a Vesting Schedule?

A vesting schedule refers to the process by which an employee accrues ownership of employer-contributed funds or stock options over a specified period of time. This means that the employee is subject to a vesting schedule and must meet certain conditions in order to become vested in the benefits. Typically, a vesting schedule will outline a specific number of years of vesting, after which the employee will have full ownership of the benefits. For example, an employee may be required to work for a company for four years before they meet the vesting requirements and gain full access to their employer-contributed retirement funds.

Understanding Taxation of Restricted Stock Units: Ordinary Income Tax and Capital Gains Tax

Ordinary income tax refers to the tax on your regular earnings, such as wages, salaries, and bonuses. This tax is based on your tax bracket, with higher earners paying a higher percentage. On the other hand, capital gains tax is levied on the profit from the sale of an asset, such as stocks or real estate. When it comes to RSU (Restricted Stock Unit) tax, RSUs are taxed as ordinary income when they vest. This means that employees may have to sell some of their shares to cover the tax, and then pay income taxes, including state income taxes, on the resulting gain. 

Differences in Vesting and Taxation between RSUs and Stock Options

Restricted Stock Units (RSUs) and stock options are both forms of employee compensation in the form of company stock shares, with some key differences in vesting and taxation. RSUs work by granting employees the right to receive company’s stock after a certain vesting period, whereas stock options give employees the option to buy the company’s stock at a predetermined price. When it comes to taxation, RSUs are taxed as soon as they vest, as employees will need to pay taxes on the value of the stock received. On the other hand, stock options are not taxed until they are exercised, giving employees more control over when they need to pay taxes. 

Benefits of RSUs compared to Stock Options:

  • Guaranteed value: With RSUs, you're granted actual shares of the company's stock that become yours after a vesting period. As long as the company's stock price stays above zero, they will hold some value. In contrast, stock options can expire worthless if the stock price doesn't appreciate above the exercise price during the vesting period.
  • Lower risk: You don't have to pay anything upfront for RSUs, making them a less risky proposition compared to stock options where you need to exercise them by paying the strike price.
  • Automatic vesting: Once your RSUs vest, they're automatically credited to your account without any further action needed. Stock options require actively exercising them, which some employees may not do in time or at the optimal moment.
  • Simpler to understand: RSUs are generally easier to understand for most employees as they represent directly owning a piece of the company. Stock options involve more complex concepts like the strike price and expiration date.
  • Alignment with company performance: As you own actual shares, your financial interests become more aligned with the company's success, potentially promoting long-term commitment and engagement.

Drawbacks of RSUs compared to Stock Options:

  • Upside potential limited: With RSUs, you're guaranteed some value, but your potential gains are capped at the stock price at the time of vesting. Stock options, if exercised correctly, can offer much higher returns if the stock price significantly increases.
  • Less control: You have no control over the timing of when you receive the shares with RSUs. They vest according to a predetermined schedule, regardless of the current stock price. With stock options, you can choose when to exercise them based on your market outlook.
  • Tax implications: You pay taxes on the full value of RSUs at the time they vest, even if you don't sell them immediately. With stock options, you only pay taxes on the difference between the exercise price and the sale price of the shares.
  • Less liquidity: RSUs typically come with holding periods after vesting, restricting your ability to sell them immediately. Stock options, once exercised, can be sold as soon as you receive the shares.

Ultimately, the choice between RSUs and stock options depends on your individual risk tolerance, investment goals, and belief in the company's future prospects. Consulting a financial advisor can help you analyze your specific situation and make an informed decision.

Given RSUs vs. Stock Options: When to Choose Which

Deciding between RSUs and stock options? RSUs, essentially free shares that vest over time, offer predictable value, though you forfeit potential upside. Options, the riskier counterpart, give you the right to buy stock at a set price later. If the stock soars, your payout can dwarf RSUs, but you must "exercise" your option by purchasing the stock yourself, potentially jeopardizing cash flow. Consider your risk tolerance. If security's paramount, an RSU agreement delivers guaranteed equity. Crave high-growth potential? Opt for options, but remember, exercising them requires capital and the gamble that the stock price cooperates. Ultimately, the choice hinges on your financial goals and appetite for risk.

Using RSUs and Stock Options for Long-Term Investment

When considering long-term investment options, RSUs (restricted stock units) and stock options can be valuable tools. RSUs provide employees with company stock at a specific date, typically at no cost. Stock options allow individuals to purchase company stock at a specific price, often at a discounted price. Both of these options can be beneficial for long-term investment strategies, as they provide the opportunity for potential gains as the shares increase in value over time. By holding onto RSUs and stock options for an extended period, individuals can potentially benefit from the growth of the company and see a significant return on their investment. 

Tax Planning and Financial Management For When RSU Holders Sell The Shares

 In tax planning and financial management, it is important for RSU holders to consider the tax implications when selling their shares. RSUs, or restricted stock units, are a form of incentive stock provided by companies to employees. When RSU holders sell their shares of stock, they may be subject to taxes on any gains realized from the sale. By holding the shares for at least one year, RSU holders may qualify for long-term capital gain treatment, which could result in lower tax owed compared to short-term capital gains. It is crucial for RSU holders to carefully plan their sales and seek financial advice to minimize the tax burden and maximize their wealth. Here are some tips to keep in mind: 

  • Crunch the numbers: Before selling, estimate your tax bill using online tools or consulting a financial advisor. Factor in holding period, income level, and potential alternative tax strategies.
  • Know your options: Consider selling in stages to spread out capital gains over multiple years. Explore tax-advantaged accounts like IRAs if eligible to minimize the bite.
  • Stay invested: Don't let tax worries dictate your overall investment strategy. Diversify your portfolio across various asset classes to ride out market fluctuations and build long-term wealth.

Market Impact on the Value of RSU Vested Shares

The market can have a significant impact on the value of RSU vested shares. The value of the shares can fluctuate depending on market conditions, which can affect the amount of money you receive when you decide to either sell or retain the shares. Additionally, the federal income tax treatment of RSU vested shares should also be taken into consideration. The number of shares you have vested and the market price at the time of vesting can impact the amount of federal income tax you may owe. Therefore, it's important to carefully consider the market impact on the value of RSU vested shares before making any decisions regarding selling or retaining them.

Stock Price Fluctuations and Performance in RSU Vesting

Stock price fluctuations can have a significant impact on the performance of RSU vesting. When employees receive RSUs, they have the right to get the stock at a discounted price at a later date. However, if the stock goes down in value, the RSUs may not be as valuable as originally anticipated. This is an alternative to stock options, where employees have the right to purchase stock at a set price. RSUs are directly tied to the performance of the company's stock, making them more sensitive to market fluctuations. As a result, employees must carefully monitor stock price movements to make informed decisions about their RSUs.


Stock compensation refers to the practice of providing employees with ownership in the company through the distribution of shares. This can be done through various methods such as incentive stock options, where employees have the option to purchase company stock at a predetermined price, or through the issuance of restricted stock awards, where employees receive shares that they cannot sell until certain conditions are met. Another common method is the use of a restricted stock unit plan, where employees receive the market value of the shares at a specific future date. These forms of stock compensation are designed to align the interests of employees with those of shareholders and can serve as a powerful long-term capital incentive. By giving employees a stake in the company's success, stock compensation can encourage them to work towards the company's growth and profitability, ultimately benefiting both the employees and the organization as a whole.

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Tickmark, Inc. and its affiliates do not provide legal, tax or accounting advice. The information provided on this website does not, and is not intended to, constitute legal, tax or accounting advice or recommendations. All information prepared on this site is for informational purposes only, and should not be relied on for legal, tax or accounting advice. You should consult your own legal, tax or accounting advisors before engaging in any transaction. The content on this website is provided “as is;” no representations are made that the content is error-free.

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December 21, 2023


Richard Laviña, CPA

Richard Laviña, CPA


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