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Why isn't enough tax withheld from my RSUs?

It depends on the withholding method your employer uses. Under current federal rules, supplemental wages such as RSU vests may be withheld using the optional flat-rate method — 22% up to $1M of supplemental wages in a year and 37% above $1M — or using the aggregate method, which can produce a different result. If the rate applied is below your marginal rate, you may be under-withheld and owe the difference later, plus any state tax.

How are RSUs taxed when I sell?

Generally only the change in value after vesting is a capital gain or loss, with basis usually equal to the share price on the vest date. Holding more than a year can qualify the gain for long-term treatment; selling sooner generally results in short-term treatment taxed at ordinary rates. Confirm your basis and holding period with your tax professional.

What is sell-to-cover?

Sell-to-cover is when your employer sells some of your vested shares to fund tax withholding before the rest land in your brokerage account. The amount withheld depends on the method your plan applies — often the optional 22% flat supplemental rate — which may be less than your actual marginal rate.

How RSUs & Equity Compensation Are Taxed

RSUs are generally taxed as ordinary income at vesting — the fair market value of vested shares is typically added to W-2 wages and taxed at ordinary rates. Withholding on a vest depends on the method your employer uses and may be less than your marginal rate, which can leave tax due later. Educational only; not tax advice.

What is an RSU?

A restricted stock unit is a promise from your employer to give you shares once a vesting condition is met. Before vesting you generally do not own the shares and generally owe no tax on them. At vest, the shares are typically delivered and their value is generally treated as wages.

How RSUs are generally taxed at vesting

At vest, the fair market value of the shares is generally added to W-2 wages and taxed as ordinary income at your ordinary rates — similar to a cash bonus. Holding the shares afterward does not change the ordinary income already triggered at vest; it affects only any later capital gain or loss and the holding period, so sell-versus-hold is situation-dependent and not something a web page can decide for you.

Withholding may not match your marginal rate

Under current federal rules, RSU vests are supplemental wages. Employers may withhold using the optional flat-rate method — 22% on supplemental wages up to $1M in a year and 37% above $1M — or using the aggregate method, which can produce a different amount. Some plans permit electing additional withholding. If the rate applied is below your marginal rate you may be under-withheld, before state tax. Rates and thresholds can change.

Taxes when you sell

When you sell vested shares, capital gain or loss is generally measured by the change in value since the vest date, with basis usually equal to the vest-day fair market value. Selling within a year generally produces short-term gain taxed at ordinary rates; holding longer may qualify for long-term capital gain rates. Confirm your basis and holding period with your tax professional.

Cost basis errors are common

Brokerage 1099-B forms sometimes report a cost basis of zero or omit the compensation income already reported on your W-2 for vested shares. Left uncorrected, that can result in the same income being taxed twice. Compare vest-date statements against your 1099-B and raise discrepancies with your preparer.

Sell to cover, explained

Sell-to-cover means your employer sells some vested shares to fund withholding before the rest are delivered. The amount withheld depends on the method your plan applies — often the optional 22% flat supplemental rate — which may be less than your actual marginal rate.

Estimated payments and the withholding gap

When withholding falls short, the balance is generally settled with the return or through estimated tax payments during the year. Penalty exposure depends on safe-harbor rules that vary with income and prior-year tax, so the timing question is worth reviewing before a large vest rather than after.

State and multi-state considerations

State income tax generally applies on top of federal tax where the state imposes one. People who moved, work across state lines, or vested shares earned while living elsewhere may face allocation between states. Rules differ by state and change over time.

RSUs vs. stock options

RSUs are generally taxed as ordinary income at vesting on the full fair market value. NSOs are generally taxed as ordinary income at exercise on the spread between exercise price and fair market value. ISOs generally have no regular tax at exercise but the spread can trigger AMT; a qualifying disposition may receive long-term capital gain treatment.

RSUs vs. restricted stock and ESPP

Restricted stock is issued at grant and may allow an election that changes timing; an ESPP purchase is generally taxed differently again, with treatment depending on holding periods and whether the disposition is qualifying. Each instrument has its own rules, so identify precisely what you hold before applying general guidance.

Estimate the tax attributable to a vest

The RSU tax calculator at https://samslist.com/rsu-tax-calculator produces an illustrative estimate of federal and state tax attributable to a vest and the gap common withholding rates may leave.

Author and advisor

Written by Malcolm Ethridge, CFP® and IRS Enrolled Agent, Managing Partner of Capital Area Planning Group. Full profile and client reviews at https://samslist.com/financial-advisor/malcolm-ethridge.