Restricted Stock Units (RSU) Tax Withholding Choices

February 5, 2008 by TFB

Ever since the companies are required to expense employee stock options, more companies started to grant the employees Restricted Stock Units (RSUs) instead of stock options. The first batch of RSUs I received will vest shortly. Unlike non-qualified stock options which are taxed at the time of option exercise, RSUs are taxed at the time of vesting. Our stock plan administrator has asked me to choose how I want to pay for the tax withholding when my RSUs vest. I have 3 choices:

1. Same Day Sale. This is the simplest. On the vesting date, I sell everything. After subtracting for tax withholding, I end up with net cash.

2. Sell to Cover. If I choose this option, they will sell just enough shares to cover the tax withholding. I keep the remaining shares and I can sell them myself whenever I want to.

3. Cash Transfer. For this option I will have to come up with cash myself to cover the tax. After that I have all the shares and I can sell them whenever I want to.

Which should I choose? Let’s use an example and see the math. Suppose I will have 100 shares vested; the price on the vesting date is $50; and the tax withholding is 40%.

1. Same Day Sale. I will have $50 * 100 * (1 – 40%) = $3,000.

2. Sell to Cover. I will have 100 * (1 – 40%) = 60 shares and no cash.

3. Cash Transfer. I will be out $50 * 100 * 40% = $2,000 cash but I will keep 100 shares.

Option (2) Sell to Cover is equivalent to doing Option (1) Same Day Sale and immediately buying 60 shares with cash on the open market.

Option (3) Cash Transfer is equivalent to doing Option (1) Same Day Sale and immediately adding $2,000 from my own pocket and then buying 100 shares.

If I find my employer’s stock attractive, I can buy it at any time for however many shares I want. I don’t have to buy it on the RSU vesting date or buy those exact number of shares. So there is no advantage whatsoever for them to do it for me. This is a no-brainer. I chose Same Day Sale.

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Comments

14 Comments on Restricted Stock Units (RSU) Tax Withholding Choices

  1. Anonymous on February 6, 2008 | permalink
     

    Thanks for this post. My employer just switched to RSUs (away from NQOs), effective 1-1-2008. I got my first award this week, and was trying to make sense of it all.

  2. indexfundfan on February 6, 2008 | permalink
     

    Did you find out the commission to sell? Mine is a ridiculous minimum $50 charge or 6 cents/share. On a RSU vesting of $1000, this is a minimum 5% fee.

    I chose to pay the tax and transfer the shares out to sell at WellsTrade (both free).

  3. TFB on February 6, 2008 | permalink
     

    Fortunately the commission for me isn’t that bad. If I transfer the shares out, the market price fluctuation can easily eat up what I save on commission.

  4. Anonymous on February 6, 2008 | permalink
     

    I’m more interested in this new accounting game corporations are playing. Is this latest maneuver another way for them to continue cooking the books and avoid counting the expense?

    Ted

  5. anonymous on July 24, 2008 | permalink
     

    On your example of $50 x 100 shares with 40% tax withheld what is the AMT due?
    thanks!

  6. taxmistake on April 4, 2009 | permalink
     

    Hi a small typo in the last sentence that confused me.

    I chose Sale Day Sale.

  7. TFB on April 4, 2009 | permalink
     

    Thank you. Should be Same Day Sale. Corrected.

  8. RSU on April 9, 2009 | permalink
     

    I got 188 RSU vested last year. Employer sold 71 shares for tax withholding. I am left with 117 shares. Employer shoing 187*29.57=5999.99 income in W2 and tax withholding 71*29.57=2099.99.

    I received my 1099 statement from broker. It doesn’t mention about 71 shares sold to cover tax on RSU. Do I need to show it in Schedule D ?

  9. Steeda on May 26, 2009 | permalink
     

    My company was bought by another comapny about 1 1/2 years ago. I was told that to exercise my Stock Options (which are now RSU’s) I have to pay my employer the share price * number of shares and then the company that hold s the options will then pay me the going share price.

    So they say that I need to send them a check for about 33K and then in about 1 week to 10 days I will get paid 59K. So 59K – 33K = 26K (less with-holdings).

    Is this correct?

    Seems like one of those internet scams “You pay me 50 bucks and I will send you 100 bucks in return!”

    But this is thru my company. Is this really how it is done?

  10. Matt V on April 9, 2010 | permalink
     

    You talk about the three methods in your article, but you don’t mention withhold to cover where you would withhold shares to cover taxes, effectively purchasing the shares of the company. This is how the majority of restricted stock/RSU vestings occur accross all industries. At vest, the employee is taxed on the FMV of the stock and this is taxable compensation in their W2. Employers are required to withhold taxes on these releases. The majority withold shares to cover taxes instead of fronting the tax money (against SOX compliance – officer loan) for the employee or having the employee cough up cash (easier for an executive to do). How would you account for this tax withholding or share repurchase? If you use the “cost method” for accounting for a real repurchase program would you use the same for repurchasing shares withheld for taxes, or would you record to APIC using the FMV that you withheld at? Maybe you could also explain cashflow statement presentation. A shares repurchase program would be considered a financing activity, but I woud think shares witheld for taxes would be an operating activity. Maybe you could expand??? Would be happy to hear a response. you can email me at vondett@yahoo.com.

  11. TFB on April 9, 2010 | permalink
     

    Matt – This post was written from an employee’s perspective. I’m not too concerned about how an employer would account for the event on its books because an employer can afford professional advice. For an employee, “withhold to cover” is similar to #2 “sell to cover.”

  12. anonymous on August 6, 2010 | permalink
     

    TFB,

    I have to give some money to my parents and instead of a gift of cash, I am thinking out this-
    1. Do a cash transfer to get all RSUs with 0 cost basis.
    2. Gift the stocks to parent who will sell them (with 0 basis) and pay tax.
    3. Given their tax bracet is much lower than mine, they pay a lot less than what I would have paid.

    This will be under the 12k gift tax limit so I am guessing no gift tax involved.
    What do you think?

  13. TFB on August 6, 2010 | permalink
     

    anonymous – I’m sorry your plan won’t work. Cash transfer does not give you a zero basis. You are going to be taxed at the fair market value at the time of vesting. Your basis is also the fair market value at the time of vesting. After you acquire the shares, you can gift the shares to them. They get your basis. Whatever goes up or down afterward will be their gain and loss.

  14. anonymous on August 9, 2010 | permalink
     

    TFB – thanks a lot.
    This does clear up a lot of things.

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