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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