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Restricted Stock: Restricted Stock Units

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Restricted Stock Units Made Simple (Part 1): Understanding The Core Concepts

The myStockOptions Editorial Team
Restricted stock units (RSUs) are the most popular alternative to stock options. This article explains RSUs and what you need to know about them.

Restricted Stock Units Made Simple (Part 2): TaxationThis is premium content

The myStockOptions Editorial Team
The taxation of RSUs generally resembles that of restricted stock but carries some important differences.

VIDEO! Restricted Stock & RSUs (Part 1): Key Aspects To Know

Bruce Brumberg
Presented by the editor-in-chief of, this engaging video covers the fundamentals of restricted stock, restricted stock units (RSUs), and performance shares to help you make the most of these grants. This video covers key concepts, such as vesting schedules and understanding your grant's value. Running time: 4:37

VIDEO! Restricted Stock & RSUs (Part 2): Taxes And Related Key Decisions

Bruce Brumberg
Presented by the editor-in-chief of, this engaging video covers the basic tax treatment of restricted stock and restricted stock units (RSUs), including the tax rates, the timing of taxation, and withholding. Running time: 3:57

Restricted Stock 101: Five Essentials Of Restricted Stock & RSUsThis is premium content

The myStockOptions Editorial Team
While restricted stock and RSUs are relatively straightforward, they have technical aspects you must understand to make the most of them. Learn the essential facts of restricted stock and RSUs, including basic concepts, vesting schedules, and tax treatment.

NEW! Restricted Stock Units After An Acquisition: Know What Could HappenThis is premium content

Kristin McFarland
When a company is merging or being acquired, many employees are left wondering what will happen to their unvested RSUs. While the outcomes for holders of unvested RSUs and current equity holders will depend on the terms of the M&A deal, if your company is being acquired there are a few things you should know about your restricted stock units and what may happen.

Stockbrokers' Secrets: Restricted Stock And Performance SharesThis is premium content

John P. Barringer
Many companies have turned away from stock options and begun to make outright stock grants that must vest before the shares can be issued. For employees, these grants have added a new layer of complexity to their equity compensation. This article presents six questions I get all the time from clients who have received restricted stock, restricted stock units, or performance shares.

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What are the top 10 questions I should ask about my grant of restricted stock or RSUs?

You should know the answers to the following questions. Understanding the topics involved will help you make the most of your restricted stock/RSU grant and prevent costly mistakes...

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...

Does this website's content on restricted stock also apply to restricted stock units (RSUs)?

Generally, yes, with two exceptions. First, with RSUs you cannot...

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

Shares of restricted stock 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...

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...

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

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

Why do many companies grant restricted stock and RSUs instead of stock options?This is premium content

The compensation philosophies of companies are continually changing under the influence of many factors, from accounting rules to...

UPDATES! Which do companies grant more often: restricted stock or restricted stock units (RSUs)?This is premium content

Starting with the broad grants of RSUs at Microsoft and Amazon, recent corporate practices and survey data suggest it is more likely that your company will grant you...

Why would my company grant me restricted stock units (RSUs) instead of restricted stock?This is premium content

Each type of grant has its supporters and its own benefits. By using RSUs, the company accomplishes the following...

Why do companies shift from granting stock options to granting restricted stock units, and then sometimes back again to granting at least some stock options?This is premium content

Surveys indicate that many companies use a variety of grants, including both stock options and restricted stock units (RSUs) in tandem. There are many possible reasons why a company might switch from options to RSUs...

With restricted stock units and performance shares, can I defer the delivery of the shares at vesting? How is this taxed?This is premium content

Delaying the delivery of RSU shares (and thus ordinary income taxes) at vesting depends on whether your company has a provision for this in its stock plan. The deferral needs to be structured correctly, as otherwise it can lead to tax penalties. Deferral is not...

My stock will be "released" or "delivered" at vesting. What does that mean?This is premium content

"Releasing" restricted stock is the process by which your company transfers or "frees" shares to you when...

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

Restricted stock units result in ordinary income to you. This occurs when...

Form 8949 and Sch. D diagrams When restricted stock units vest, my company automatically sells or withholds shares to cover the taxes. Do I need to report these shares on my Form 8949 and Schedule D?This is premium content

You should definitely report a sale for taxes at vesting if you received a 1099-B that shows the proceeds. The IRS will...

Form 8949 and Sch. D diagrams How do I report a sale of shares from restricted stock units (RSUs) on my federal income-tax return?This is premium content

You need to complete Form 8949 and Schedule D for the year of the sale of your stock and file it with your Form 1040 federal income-tax return. You do this even if...

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...

What is a lapse election, and why do I need to make it before the restricted stock or restricted stock units vest?This is premium content

The "lapse" is the end of the restriction that prevented the shares from vesting and being transferred to you. The lapse election is the method by which you choose withholding methods and what will be done with the...

I am eligible for vesting acceleration at retirement but have not actually retired, so why has my restricted stock been taxed? Is the treatment different for RSUs?This is premium content

These provisions raise tax complications for both restricted stock and RSU grants, though the issues vary. For tax purposes it does not matter that you must actually retire to vest the shares. With restricted stock, taxation is triggered when the grant is...

Is the payout of restricted stock units ever delayed when vesting is accelerated?This is premium content

A delay in RSU payout can occur. This depends on the reason for the acceleration, whether you are ending your employment with the company, and your position in the company...

When does my capital gains holding period begin for grants of restricted stock and restricted stock units (RSUs)?This is premium content

For restricted stock, it begins on the day after vesting, unless...

With restricted stock units (RSUs), can I make a Section 83(b) election to be taxed at grant instead of share delivery?This is premium content

Restricted stock follows the tax rules under Section 83 of the Internal Revenue Code, while RSUs are taxed under Section 451 upon the actual or constructive receipt of the shares...

Can my company convert restricted stock into restricted stock units?This is premium content

Section 409A on nonqualified deferred compensation has created uncertainty...

As a director, can I elect to take part of my retainer as "deferred stock units"?This is premium content

Receiving deferred stock units, or RSUs that let you delay the delivery of shares (and thus taxes) at vesting, depends on...

I am a senior executive. When and how do I make my Form 4 filing for restricted stock, restricted stock units, and performance shares?This is premium content

Within two business days of any grant, you file Form 4 electronically under the SEC's Section 16 rules. However, while the filing rules for these grants are similar, there are some important differences...

Will my company be able to take a tax deduction for the value of my restricted stock, restricted stock units, performance shares, or stock options if my compensation already exceeds $1 million?This is premium content

This depends on what triggers vesting. Section 162(m) of the tax code limits your company's deduction to $1 million unless a senior officer's compensation over this amount meets the performance-based exception. Stock grants are structured to meet this by...

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