RSU Taxation: The Complete Guide

How restricted stock units are taxed at vesting, why your paycheck doesn't tell the full story, and what high-income professionals need to know.

TL;DR
  • RSUs are taxed as ordinary income when they vest, at your marginal tax rate. The value at vesting is added to your W-2 income.
  • Your employer typically withholds 22% federal tax (or 37% for amounts over $1M) plus state tax and FICA at vesting. This withholding may not match your final tax liability.
  • State tax on RSUs depends on where you live and work when they vest. States like Texas, Florida, and Washington don't tax RSUs at the state level.
  • You typically receive 60-75% of RSU value after taxes, depending on your tax bracket and state. The exact amount varies based on withholding methods and your final tax liability.

When RSUs are taxed: the vesting event

RSUs are taxed when they vest, not when they're granted. This is a critical distinction that affects your tax planning and cash flow.

Key Point

RSUs are always taxed as ordinary income at vesting, regardless of whether you sell immediately or hold the shares. Any appreciation after vesting is subject to capital gains tax when you sell.

RSUs are taxed when they vest, not when they're granted. This is a critical distinction that affects your tax planning and cash flow.

RSU Lifecycle:

1. Grant:RSUs are granted (no tax, no income)
2. Vest:RSUs vest → taxed as ordinary income at fair market value
3. Sell:If you sell after vesting → capital gains tax on appreciation (if any)

At vesting, the fair market value of the shares is treated as ordinary income. This means RSUs are taxed at your income tax rate, not the lower capital gains rate.

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Federal vs. state tax: how they differ

RSU taxation differs at the federal and state levels. Understanding these differences is crucial for accurate tax planning.

Multi-State Considerations

If you move states during the year, you may owe tax to multiple states on your RSUs. States typically offer credits for taxes paid to other states, but the rules vary. Consult a tax professional if you have multi-state RSU income.

RSU taxation differs at the federal and state levels. Understanding these differences is crucial for accurate tax planning.

Federal tax on RSUs

Federal tax is straightforward: the value of vested RSUs is ordinary income, taxed at your marginal federal income tax rate. This applies regardless of where you live or work.

Example: You vest $100,000 in RSUs and you're in the 24% federal bracket. You pay $24,000 in federal income tax, plus Social Security (6.2% up to wage base) and Medicare (1.45% + 0.9% for high earners).

State tax on RSUs

State tax depends on where you live and work when the RSUs vest. This is where it gets complex:

  • Residency-based: Most states tax RSUs based on where you're a resident when they vest
  • Work location: Some states tax based on where you perform work
  • No state tax: States like Texas, Florida, and Washington don't tax RSUs at the state level
  • High-tax states: California (up to 13.3%) and New York (up to 8.82%) can significantly impact RSU take-home pay

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Timing: vesting, selling, and withholding

The timing of RSU events affects when and how much tax you pay. Understanding the timeline helps you plan for tax season and cash flow.

The timing of RSU events affects when and how much tax you pay. Here's how the timeline works:

RSU Tax Timeline:

At Vesting (Day 0):

  • RSUs convert to shares at fair market value
  • Value is reported as W-2 income
  • Taxes are withheld (federal, state, FICA)
  • You receive remaining shares after sell-to-cover

If You Sell Immediately:

  • Little to no capital gains (sold at vest price)
  • No additional tax beyond what was withheld
  • You receive cash for remaining shares

If You Hold and Sell Later:

  • Short-term capital gains if sold within 1 year (taxed as ordinary income)
  • Long-term capital gains if held over 1 year (0%, 15%, or 20% depending on income)
  • Cost basis = fair market value at vesting

Withholding methods: Your employer typically uses one of two methods:

  • Sell-to-cover: Sells a portion of vested shares to cover taxes. You receive the remaining shares. This doesn't impact your regular paycheck.
  • Withhold from paycheck: Withholds taxes from your regular paycheck, which can significantly reduce your take-home pay for that period.

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Why your paycheck doesn't tell the full story

The withholding on your RSU vesting event is just an estimate. Your actual tax liability is calculated when you file your return, and it may differ significantly from what was withheld.

Plan for Tax Season

Don't assume your RSU withholding covers your full tax liability. High earners often owe additional tax when filing. Set aside cash to cover potential tax bills, especially if you have large vesting events.

The withholding on your RSU vesting event is just an estimate. Your actual tax liability is calculated when you file your return, and it may differ significantly from what was withheld.

Withholding rates vs. actual tax rates

Employers typically withhold at a flat 22% for federal income tax (or 37% for amounts over $1 million), plus state tax and FICA. This may not match your actual marginal tax rate.

Example: You vest $200,000 in RSUs. Your employer withholds 22% federal ($44,000), but you're actually in the 32% bracket. You'll owe an additional $20,000 when you file, plus state tax differences.

What affects your final tax

  • Your total annual income: RSUs are added to your salary, bonus, and other income, which may push you into higher brackets
  • Deductions and credits: These reduce your taxable income and final tax liability
  • Other income sources: Investment income, side income, or spouse's income affects your overall tax bracket
  • AMT (Alternative Minimum Tax): High earners may be subject to AMT, which can increase tax liability

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Common high-income mistakes

High-income professionals often make these mistakes with RSU taxation. Understanding these pitfalls helps you avoid costly errors.

High-income professionals often make these mistakes with RSU taxation:

1. Assuming withholding equals final tax

Many professionals see the withholding on their RSU vesting and assume that's their final tax. In reality, high earners often owe significantly more when filing, especially if they're in high-tax states or have other income sources.

Solution: Use tax planning tools or work with a tax professional to estimate your actual tax liability. Set aside cash to cover potential tax bills.

2. Not accounting for state tax differences

If you work remotely or move states, you may owe tax to multiple states. Some states have special rules for equity compensation, and state tax credits may not fully offset multi-state tax liability.

Solution: Understand your state's tax rules for RSUs. If you move states, consult a tax professional to understand multi-state tax implications.

3. Underestimating the impact of multiple vesting events

If you have multiple RSU grants vesting throughout the year, each vesting event is taxed separately, but they're all added to your annual income. The cumulative effect can push you into much higher tax brackets than any single vesting event suggests.

Solution: Plan for the cumulative impact of all vesting events. Use our total compensation calculator to see how multiple vesting events affect your overall tax burden.

4. Not planning for estimated tax payments

If you have large RSU vesting events and your withholding doesn't cover your tax liability, you may need to make estimated tax payments throughout the year to avoid underpayment penalties.

Solution: The IRS requires you to pay at least 90% of your current year's tax liability or 100% of last year's liability (110% if AGI over $150,000). If RSU vesting pushes you over these thresholds, make estimated payments.

5. Ignoring AMT (Alternative Minimum Tax)

High earners with large RSU vesting events may be subject to AMT, which can significantly increase tax liability. AMT disallows many deductions and uses different tax rates.

Solution: If you're a high earner with substantial RSU income, work with a tax professional to understand AMT implications and plan accordingly.

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RSU taxation vs. regular income: key differences

RSUs are taxed as ordinary income, but there are important differences from regular salary in how withholding works and when taxes are due.

Key Difference

Regular salary withholding is designed to match your annual tax liability. RSU withholding is a flat-rate estimate that may not account for your actual tax bracket or other income sources.

RSUs are taxed as ordinary income, but there are important differences from regular salary:

Regular Salary:

  • Withholding based on W-4 settings and pay frequency
  • Taxed at your marginal rate based on annual income
  • Predictable, steady tax withholding
  • Subject to Social Security (up to wage base) and Medicare

RSU Vesting:

  • Withholding at flat 22% federal (or 37% for high amounts)
  • Taxed as ordinary income, but withholding may not match actual rate
  • Lump-sum event can push you into higher brackets
  • Subject to Social Security (up to wage base) and Medicare
  • May require estimated tax payments if withholding is insufficient

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Related resources

Federal Tax Guide — Understand how federal income tax, Social Security, and Medicare affect your paycheck

State Tax Guides — How state income tax affects RSUs in your state

RSU Taxation by State — State-specific guides for RSU taxation

Total Compensation Calculator — Calculate your take-home pay including RSUs

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Calculate your RSU take-home pay