RSUs: Essential Facts

Restricted Stock Units: The Essential Facts

Matt Simon

With RSUs, you are taxed when you receive the shares. Your taxable income is the market value of the shares at vesting. If you have received restricted stock units (RSUs), congratulations—this is a potentially valuable equity award that typically carries less risk than a stock option due to the lack of leverage. Unlike stock options, which can go "underwater" and lose all practical value with a falling stock price, RSUs are almost always worth something, even if the stock price drops dramatically. However, while the concept of RSUs is simple, there are technical points in these grants that you must understand to make the most of them.

This article presents the essential facts of RSUs, including the basic concepts, the workings of vesting schedules, and the tax treatment.

Basic Concepts

Restricted stock units are a way an employer can grant company shares to employees. The grant is "restricted" because it is subject to a vesting schedule, which can be based on length of employment or on performance goals, and because it is governed by other limits on transfers or sales that your company can impose.

You typically receive the shares after the vesting date. Only then do you have voting and dividend rights. Companies can and sometimes do pay dividend equivlent payouts for unvested RSUs. Unlike actual dividends, the dividends on restricted stock will be reported on your W-2 as wages, unless you made a Section 83(b) election, so they won't be eligible for the lower preferential rate currently available in tax year 2012 on qualified dividends.

Unlike stock options, RSUs always have some value to you, even when the stock price drops below the price on the grant date.

Example: Your company grants you 2,000 RSUs when the market price of its stock is $22. By the time the grant vests, the stock price has fallen to $20. The grant is then worth $40,000 to you before taxes.

Vesting Schedules

Vesting schedules are often time-based, requiring you to work at the company for a certain period before vesting can occur.

Example: You are granted 5,000 RSUs. Your graded vesting schedule spans four years, and 25% of the grant vests each year. At the first anniversary of your grant date and on the same date over the subsequent three years, 1,250 shares vest. Once each portion vests, you can sell the shares.

The example above uses a "graded" vesting schedule, i.e., the vesting of the grant in serial portions. Vesting schedules can also have "cliff" vesting, in which 100% of the grant vests all at once after you have completed a stated service period. The vesting schedule can also (or instead) be performance-based, e.g., tied to company-specific or stock-market targets.

Most graded-vesting grants have restrictions that lapse over a period of three to five years. In addition to providing for regular vesting, a graded vesting schedule may, alternatively, have varying intervals between vesting dates:

Example: You are granted 20,000 RSUs. One year after the grant date, 25% of the shares vest (5,000). The remainder (15,000) vest every month (625 a month) over the next two years.

At newly public companies, grants made before the initial public offering (IPO) may also require a liquidity event (i.e., the IPO itself) to occur before the shares vest. Once the liquidity event has occurred, the shares vest 180 days later.

Job termination almost always stops vesting. The only exception occurs in certain situations when vesting may be allowed to continue or may even be accelerated (e.g., death, disability, or retirement, depending on your plan and grant agreement).

Taxation

With RSUs, you are taxed when the shares are delivered, which is almost always at vesting. Your taxable income is the market value of the shares at vesting. You have compensation income subject to federal and employment tax (Social Security and Medicare) and any state and local tax. That income is subject to mandatory supplemental wage withholding. Withholding taxes, which for U.S. employees appear on Form W-2 along with the income, include the following:

• federal income tax at the flat supplemental wage rate, unless your company uses your W-4 rate
• Social Security (up to the yearly maximum) and Medicare
• state and local taxes, when applicable

A company may offer a choice of ways to pay taxes at vesting, or it may use a single mandatory method. The most common practice is taking the amount from the newly delivered shares by surrendering stock back to the company. This holds or "tenders" shares to cover the taxes under a net-settlement process, and company cash is used for the payroll tax deposit.

When you later sell the shares, you will pay capital gains tax on any appreciation over the market price of the shares on the vesting date.

RSU Taxation For Non-U.S. Employees: Outside the U.S., for employees in other countries, the timing of taxation for restricted stock units is similar. Income and social taxes are based on the value of the shares at the time of delivery (not grant), and capital gains tax applies to the eventual sale of the shares. Available in the Schwab Equity Awards Center is the Global Tax Guide, which details the specific tax treatment in various countries throughout the world.

Example Of RSU Life Cycle: The following hypothetical example outlines the entire life cycle of an RSU grant. It is important for you to contact your tax advisor about the impact of these events on your taxes.

You receive 4,000 RSUs that vest at a rate of 25% a year, and the market price at grant is $18.

The stock price at vesting in year one is $20 (1,000 x $20 = $20,000 of ordinary income), at year two $25 ($25,000), at year three $30 ($30,000), and at year four $33 ($33,000); the total is $108,000, and each increment is taxable on its vesting date as compensation income when the shares are delivered.

You sell all the stock two years after the last shares vest, when the price is at $50 ($200,000 for the 4,000 shares). Your capital gain is $92,000 ($200,000 minus $108,000), which is reported on your tax return on Form 8949 and Schedule D. If you hold the shares for more than one year after share delivery, the sales proceeds will be taxed at the long-term capital gains rate.