How Restricted Stock and RSUs Are Taxed?

Many companies choose grants of restricted stock and RSUs as compensation for their employees. While these grants are the major spending of employers. Many corporations find it convenient to pay a part of it in stock. However, this type of employee compensation has two benefits: it minimizes the amount of cash that employers need to dispense. Besides, it serves as an incentive for workers’ potency to provide their best services for the company.

Furthermore, stock compensation is of several types, and each one has its unique benefits and rule. You will get an idea of restricted stock and RSUs and about their taxation in this context.

What Are Restricted Stock And RSUs?

Restricted Stock Units(Units)

They are a commitment that an employer makes to an employee giving certain shares of the company stock. RSUs are usually be issued according to the vesting schedule.

This ensures that the employer must remain in the business for a certain period of time. Before the full value of the RSU can be given.

In certain cases, they may be tied to performance targets either individually or at the organization level. Especially for  higher ranking executives. They can also have agreements capable of terminating RSUs if the employee is terminated  on grounds of concern.

Restricted Stock

Restricted stock awards are in many respects identical to RSUs, but have their own distinct variations. Like RSUs, limited equity awards are a way to reward workers with equity besides their cash pay. Restricted stocks are usually temporary. They can be terminated if the employer is dismissed. Along with being canceled for not reaching the performance goals stated in the stock award programmed

The Difference

Restricted stock awards come with voting privileges. Clearly automatically because the employee owns the stock when the award is given. This compares with RSUs, which reflect the right to stock, as opposed to stock ownership but with restrictions. Like some RSUs, restricted stock awards can not be redeemed for cash.

Another difference between limited stock and RSUs is the ability to choose 83(b). For restricted stock, but not for RSUs, an 83(b) election is open. 83(b) requires beneficiaries to consider ordinary income on the limited stock transferred at grant rather than consider income while vesting. This will allow the recipient to obtain favorable capital gain tax treatment for any gain occurring after the date of the grant. However, if a recipient makes an 83(b) option but eventually does not vest, a tax deduction for the income accepted in connection with the 83(b) election is not permitted to the recipient.


Both of the equity vehicles, are taxed differently from other stock options. They become taxable upon completion of vesting conditions.

In the case of restricted stock plans, in the vesting year, the entire amount of the acquired stock must be counted as ordinary income. The sum to be reported shall be determined by subtracting the original purchase or exercise price of the stock from the fair market value of the stock from the date on which the stock is completely paid off.

The shareholder must report the difference as ordinary income. If the shareholder does not sell the shares and then vest them, however, the disparity between the sale price and the fair market value is registered as a capital gain or loss on the date of vesting.

 However, the declared amount is regulated by subtracting the stock’s original purchase value from the fair market amount on the date when the stock becomes fully vested. Most of the companies may provide different ways of tax-paying at vesting. Furthermore, if the shareholder sells shares later, then they will have to pay capital gains on any increase in the market price of shares on the date of vesting.  


Restricted stocks and restricted stock units are equity vehicles and granted as compensation for employees from the company. Both are full value grants, and the recipient receives full ownership upon vesting. These are considered restricted because both the stocks are not made available to the recipient once the vesting conditions are met.

The vesting can be based on the employee’s specific performance or the working period of the worker. It is summarized that both the equity vehicles, whether it is restricted stock or restricted stock unit, must be grant to the executive level employees. However, there is a certain criterion mentioned above for the tax payment of granted stocks upon vesting.      

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