Search
Go to the myStockOptions.com homepageTrack your stock options, restricted stock, and SARsCalculators and modeling toolsBookmark your favorite contentView and manage your client list
Tax Center Global Tax Newsletter Glossary Discussion About MSO Home Sign In Register

: Restricted Stock



FAQs

What is restricted stock? Does it differ from restricted securities?

Don't confuse restricted securities and restricted stock. They are very different...

When and how is a grant of restricted stock or RSUs taxed?

The timing of taxation is different than that of stock options. You pay tax at the time the restrictions on the stock lapse. This occurs when...

How are the dividends on restricted stock taxed and reported to me? This is premium content

Dividends that are earned on restricted stock are considered compensation income, which is reported on your W-2 (1099-MISC for nonemployees, such as directors). The dividends can be "qualified dividends" and thus taxed at a lower rate when...

What is a vesting schedule?

A vesting schedule dictates when you may exercise your stock options or when the forfeiture restrictions lapse on restricted stock. A schedule is time-based if you must...

Are there different types of time-based vesting schedules? Which are most common? This is premium content

Yes. Vesting schedules provide for either "cliff" vesting or "graded" vesting...

What service counts toward vesting? This is premium content

Unlike in some benefit plans, service for time-vested option and restricted stock grants is rarely...

Is the original vesting schedule ever accelerated by reaching performance milestones or special goals? This is premium content

Some companies accelerate the vesting schedule of restricted stock or RSUs if...

What is an example of a performance goal that triggers or accelerates vesting? This is premium content

Successful completion of venture financing is a typical performance goal for a startup company. A public company might...

UPDATED! How do I make a timely and complete Section 83(b) election?

Named for the Internal Revenue Code section that authorizes it, this election is made only (1) when you want to be taxed on the value of restricted stock at grant rather than vesting or (2) when you exercise options that are...

My restricted stock never vested because I left my company, but I paid taxes on the stock at the time of grant. Can I recover the taxes that I paid with the 83(b) election or claim some other deduction? This is premium content

When you forfeit the stock, you are allowed a limited capital loss deduction for any amount you paid...

By the time my restricted stock vested the price had dropped from the market price at grant. But I elected to pay taxes on the stock value at the time of grant. Can I recover the taxes that I paid with the Section 83(b) election? This is premium content

No. You were optimistic that the stock price would rise. This is the risk...

I am a senior executive and plan to sell enough restricted stock at vesting to cover the taxes I will owe. Is this sale still subject to the short-swing profit rules under Section 16? This is premium content

Yes. Assuming the company's grant meets the rules for exemption under Section 16, the grant and vesting are not matchable...

Do I receive dividends on unvested restricted stock and have voting rights? This is premium content

Although normally you cannot transfer them until vesting, shares of restricted stock are issued to you and are outstanding in your name from the time of grant. Most stock plans...

Is a Section 83(b) election taxing you on the value of restricted stock at grant ever revocable? Can it be rescinded? This is premium content

The IRS has provided guidance on the limited circumstances in which this is permitted. The Section 83(b) election is irrevocable unless you show...

Do I forfeit my restricted stock if I leave the company before vesting?

Yes. You forfeit whatever stock has not vested. Exceptions can occur, depending on...

UPDATED! How and when are taxes withheld from my restricted stock? This is premium content

Restricted stock withholding is similar to withholding for most other forms of supplemental compensation. You can have different choices for paying taxes, or your company may automatically...

W-2 diagram! What will my W-2 show after the vesting of restricted stock? This is premium content

Restricted stock results in ordinary income to you. This occurs either at the time...

What is the difference between restricted stock and restricted stock units (RSUs)? This is premium content

While they are siblings, they have important differences, as explained below and as shown by the chart. The traits of restricted stock units include the following...

What is the difference between restricted stock and performance shares or units? This is premium content

Restricted stock shares are issued up front at grant, but you do not own them outright and cannot sell or transfer the shares until the time-based restrictions lapse. With standard restricted stock units the situation is basically similar, while with performance shares your company sets goals that must be met, such as...

My company will let me exchange my underwater options for restricted stock. What is the tax impact? This is premium content

The standard option-for-option exchange is not taxable. When you exchange underwater options for restricted stock, the value of the shares...

Can I control when I will be taxed on a restricted stock grant? This is premium content

Not as you can with stock options. With stock options, tax consequences occur when...

What advantages does restricted stock give me over stock options?

Restricted stock always has some value to you even when the stock price drops below the price on the date of grant...

Do I get dividends with restricted stock units (RSUs)? How are they taxed? This is premium content

When a company pays dividends on outstanding shares of stock, it can choose...

How does the taxation of restricted stock and restricted stock units differ? This is premium content

Technically, different tax code sections apply, though under most grants the tax results are similar. With restricted stock you are taxed at vesting or earlier at grant if you make a timely Section 83(b) election. Most experts believe that with RSUs you cannot make...

Do I get to hold the stock itself with a restricted stock grant?

Usually the shares are legended with the restrictions, and they are often...

Do I need to buy the restricted stock from my company or exercise something to get it? This is premium content

In a public company the shares are usually granted at no cost to you...

Can I make a Section 83(b) election for just part of my restricted stock grant? This is premium content

Yes, according to most experts. There is nothing in Section 83 of the Internal Revenue Code that states or implies that a grant of restricted stock is a single piece of property...

Can my company lend me money to buy its stock, exercise an option grant, or pay taxes on restricted stock at vesting? Can it later cancel or modify that debt? This is premium content

Yes, but the arrangement must be carefully structured not to be considered a stock option or nonrecourse loan...

What are the risks of borrowing money from my company to exercise a stock option, to purchase restricted stock, or to pay the taxes at vesting? This is premium content

In a quest to start your one-year capital gains holding period and minimize the amount of ordinary income associated with an award or grant, you may...

Return to top of FAQs

     
Basics of Equity (Stock) Compensation   
Consultants & Independent Contractors   
Death: Basics & Estate Taxes   
Disability   
Divorce   
Employment: Termination & Job Search   
ESPPs (Employee Stock Purchase Plans)   
ESPPs: Taxation   
Executives & Directors   
Exercise   
Financial Planning Strategies   
Gifts   
Grants of Options   
Insider Trading   
ISOs: Basics & Taxes   
Mergers & Acquisitions   
NQSOs: Basics & Taxes   
Pre-IPO & Private Companies   
Restricted Stock   
Retirement   
Retirement Plans: 401(k) & IRA   
Sales   
Vesting   

Annotated diagram of Schedule DTax errors can be costly! Don't draw unwanted attention from the IRS. Our Tax Center explains and illustrates the tax rules for sales of company stock, W-2s, withholding, estimated taxes, AMT, and more.