What Are RSUs and When Are They Taxed?
Restricted Stock Units (RSUs) are company-granted shares that "vest" (become yours) over time. Unlike stock options, RSUs have no upfront cost. However, they are taxed as supplemental income when they vest.
Key RSU Tax Events:
- Vesting Date: The day you gain ownership of the RSUs. The fair market value (FMV) of the shares is taxed as ordinary income.
- Sale of Shares: If you sell vested shares, any profit (or loss) is subject to capital gains tax.
Example
If 100 RSUs vest when the stock is $50/share, you'll report $5,000 as taxable income.
Step 1: Report RSU Income as Supplemental Wages
When RSUs vest, your employer will likely withhold taxes (federal, state, Social Security, and Medicare) and report the income on your Form W-2 (Box 1, 3, 5, and Box 12 Code V).
Pro Tip: Confirm the income matches your W-2. Discrepancies may arise if your employer uses an external payroll provider.
How to Report RSU Income on Your Tax Return:
- Form 1040 : Include the taxable value of vested RSUs under Wages, Salaries, Tips (Line 1)
- Form 8949 & Schedule D: Required only if you sell shares
Step 2: Understand Form 3921 for RSU Tax Reporting
Your employer will send Form 3921 (Transfer of Stock Acquired Through an Employee Stock Purchase Plan) if RSUs vested during the tax year. This form details:
- Number of shares transferred
- FMV per share on the vesting date
- Exercise price (typically $0 for RSUs)
Note:Form 3921 is for informational purposes only. You don't file it with your return, but use it to verify income and cost basis.
Step 3: Calculate Capital Gains/Losses When Selling RSUs
If you sell vested shares, you'll owe taxes on the profit (FMV at sale minus FMV at vesting).
Short-Term vs. Long-Term Capital Gains:
Holding Period |
Tax Rate |
Details |
Short-Term (≤1 year) |
Up to 37% |
Taxed as ordinary income |
Long-Term (>1 year) |
0-20% |
Based on taxable income |
Example
You sell shares 18 months post-vesting for $70/share (original FMV: $50). Your $20/share profit is taxed at long-term rates.
Step 4: Account for State RSU Tax Rules
State taxes vary for RSUs:
- Residency Status: Some states tax RSUs based on vesting location or residency
- California and New York: Tax RSUs as income even if you move post-vesting
- Texas and Florida: No state income tax
Consult a tax professional if you've relocated during the vesting period.
FAQs About RSU Tax Reporting
1. Do I Pay Taxes on RSUs When They Vest or When I Sell?
Taxes apply at vesting (ordinary income) and at sale (capital gains).
2. What If My Employer Didn't Withhold Enough Taxes?
You may owe additional taxes when filing. Adjust withholdings or make estimated payments.
3. How Do RSUs Affect My Tax Bracket?
Vested RSUs increase your taxable income, potentially pushing you into a higher bracket.
Conclusion: Stay Compliant and Optimize RSU Tax Outcomes
Reporting RSUs on your tax return involves accurately declaring vesting income, adjusting cost basis for sales, and leveraging tax-saving strategies. Always cross-reference your W-2 and Form 3921, and consult a tax advisor for complex cases.