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Restricted Stock

Restricted stock, RSUs, and performance shares have become prominent forms of stock grant. Browse an overview of this section below, or explore the subtopics to the left.

Test Your KnowledgeTest and improve your knowledge with our Restricted Stock & Restricted Stock Units quiz and its study guide in the answer key.

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  Articles   FAQs  

Restricted Stock: Tax, Financial, Estate, And Retirement Planning (Part 1) This is premium content

Richard Friedman
UPDATED! Understand financial planning for restricted stock and RSUs. Part 1 discusses the growing popularity of these grants, their special features, and the related tax planning.

Restricted Stock: Tax, Financial, Estate, And Retirement Planning (Part 2) This is premium content

Richard Friedman
Careful planning can help you maximize the value of restricted stock and RSUs by preparing you for decisions you must make. Part 2 covers complex issues in financial, estate, and retirement planning.

Restricted Stock Versus Stock Options: Making A Rational Choice (Part 1) This is premium content

Alan B. Ungar
In a growing trend, your company may let you choose between stock options and restricted stock. Which is better for you? Learn techniques to analyze your financial situation and goals so that you can make the right choice.

Why You'll Learn To Like Restricted Stock Grants

Richard Friedman
Your company is no longer granting you stock options, or at least fewer than before. Instead, you're receiving restricted stock or restricted stock units. While these grants don't carry the same upside as stock options, they have benefits you will surely appreciate once you understand the special features of these grants.

Restricted Stock Versus Stock Options: Making A Rational Choice (Part 2) This is premium content

Alan B. Ungar
As noted in Part 1, many companies are developing employee-choice programs that allow you to choose between stock options and restricted stock. Part 2 provides a method of analysis to help your decision-making.

Reporting Company Stock Sales

The myStockOptions.com Tax Team
UPDATED! Learn how to report your sales of company stock on Schedule D of IRS Form 1040. Our comprehensive guide to Schedule D reporting covers sales of stock from nonqualified stock options, incentive stock options, restricted stock, restricted stock units, employee stock purchase plans, and stock appreciation rights.

Decisions At Grant With Restricted Stock (Part 1): Tax Fundamentals This is premium content

Tom Davison
Thanks to the IRS, with restricted stock you have to make decisions immediately at grant. Learn the rules that accompany this increasingly popular type of equity compensation.

Restricted Stock: Tax, Financial, Estate, And Retirement Planning (Part 2) This is premium content

Richard Friedman
Careful planning can help you maximize the value of restricted stock and RSUs by preparing you for decisions you must make. Part 2 covers complex issues in financial, estate, and retirement planning.

Restricted Stock Taxation: What You Need To Know (Part 2) This is premium content

Bruce Brumberg and Kate Victory
Along with stock options, your company has awarded you restricted stock. Restricted stock grants carry their own requirements and tax rules, which can significantly differ from those of stock options.

Decisions At Vesting With Restricted Stock (Part 2): Hold Or Fold? This is premium content

Tom Davison
Vesting is another crucial time for making decisions about your restricted stock. Decisions include what tax-withholding method to use, whether you should hold or sell the stock, and what account to keep the shares or cash in after vesting.

Decisions At Grant With Restricted Stock (Part 3): Analyze Your Alternatives This is premium content

Tom Davison
Now that you understand the risks of choosing to be taxed at grant with a Section 83(b) election, should you do it? Part 3 takes you through the analysis.

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I received a notice (CP-2000) from the IRS stating that, according to last year's tax return, I owe money for the sale of my restricted stock when it vested. I thought I paid all the taxes through withholding at vesting. How do I reply? This is premium content


Because the value of the shares at vesting was added to your W-2, and withholding taxes were based on that value, you thought you did not need to file Schedule D with your Form 1040 to report the sale. It is a common mistake to think this...

UPDATED FOR 2008! What are some year-end strategies for stock options, stock appreciation rights, and restricted stock? This is premium content


This depends on your financial situation, on whether your decisions should be entirely tax-driven, on what you did earlier in the year, on your outlook for your company's stock price, and on the prospects for changes in tax law during the year ahead. Below we present 10 ideas...

The value of my restricted stock has fallen since vesting. If I sell my shares at year-end, do I get a credit for the income tax I paid at vesting, or do I net the loss against capital gains? This is premium content


The vesting and the sale are separate transactions and generate different types of income. Unless you made an 83(b) election to be taxed at grant, you were first taxed on the stock's value at vesting, which created ordinary income to you. With restricted stock units (RSUs), taxation occurs...

I acquired stock from exercises and restricted stock vesting a few years ago. When I sell the stock, how do I rediscover the cost basis for Schedule D of my tax return? This is premium content


Let's first review the tax rules and the W-2 reporting. The tax basis for...

Will my income from restricted stock vesting be netted against my short-term capital losses from this year (or those that were carried forward from last year)? This is premium content


The value at vesting is all ordinary income. You have capital gain only for the increase in the stock price after vesting. Only this gain at sale can be...

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 restrictions lapse. With standard restricted stock units the situation is similar, except that...

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...

UPDATED! What do examples and surveys show about the effects mandatory expensing is having on my stock grants? This is premium content


A summary of data in surveys from 10 major consulting and research firms shows that...

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


Restricted stock refers to outright grants of company stock to employees or other service providers...

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...

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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.

Featured FAQs
NEW! Can my company prohibit me from making a Section 83(b) election on my restricted stock grant? This is premium content
Your company can make it a condition of accepting the grant that you agree not to make this election. It may do this because it feels...
NEW! Can restricted stock go underwater? This is premium content
Not in the way stock options can. Restricted stock is worth the full market value of the stock when it vests (or, with restricted stock units, when shares are delivered). It does not matter if...
NEW! Why has my restricted stock grant been taxed when I am merely eligible for vesting acceleration at retirement but I have not actually retired? This is premium content
Uncertainty, and even inconsistency, surrounds this situation. 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...