How RSU Or Stock Gains Are Taxed: A Detailed Guide

Thayer Partners Thayer Partners September 25, 2025

Navigating the complexities of RSU and stock gains taxation can significantly impact your financial health. This detailed guide breaks down the tax implications with a real-world example.

Understanding Restricted Stock Units (RSUs)

Restricted Stock Units
(RSUs) are a form of equity compensation offered by employers to their employees. Unlike stock options, RSUs do not require you to purchase the shares. Instead, they are granted to you outright, but with certain restrictions, typically linked to a vesting schedule. Once the RSUs vest, you own the shares, and they become part of your taxable income.

Key characteristics of RSUs include a vesting schedule, no upfront cost, and a value determined by the company’s stock price at the time they vest. Employers use RSUs to attract and retain top talent by providing an additional financial incentive that ties employees' compensation to the company’s success. Understanding their tax implications and planning accordingly is crucial for maximizing your take-home earnings.

Taxation Points of RSUs: Vesting and Selling

RSUs are taxed at two critical points: when they vest and when you sell the shares. When RSUs vest, the fair market value (FMV) of the shares on the vesting date is treated as ordinary income. This means that the value of the shares is added to your taxable wages for that year, and taxes are calculated accordingly.

Once your RSUs have vested, any further gains or losses are subject to capital gains tax when you sell the shares. The rate depends on how long you hold the shares after vesting. Selling the shares within one year of vesting subjects any gains to your ordinary income tax rate, while holding the shares for more than one year qualifies gains for the lower long-term capital gains rates.

The Taxation of Stock Gains: Short-Term vs. Long-Term

Stock gains arise from the increase in value of your investments when you sell them for a price higher than the purchase price. These gains are categorized as either short-term or long-term based on how long you hold the stock before selling it.

Short-term capital gains occur when you sell stocks you have held for one year or less and are taxed at your ordinary income tax rate. Long-term capital gains are realized when you sell stocks you have held for more than one year and are taxed at preferential rates, incentivizing investors to adopt a longer-term approach to stock ownership.

Real-World Example: Taxation of RSUs in a Publicly Traded Company

Consider a hypothetical example involving a publicly traded tech company, Tech Innovators Inc. Suppose an employee, John, receives RSUs from Tech Innovators Inc. valued at $10,000 at the time of vesting. The $10,000 FMV is taxed as ordinary income in the year of vesting.

If John holds onto his shares and sells them later for $12,000, the $2,000 gain is taxed as a capital gain at the applicable short- or long-term rate, depending on his holding period. This example illustrates how understanding the taxation points of RSUs can help in planning and maximizing financial outcomes.

Strategies to Minimize Your RSU and Stock Gains Tax Liability

Reducing the tax impact of RSUs requires careful planning with your trusted wealth manager. One strategy is to sell immediately after vesting to lock in the value of the shares and limit tax considerations to ordinary income taxes. Another approach is holding the shares for over a year after vesting to benefit from lower long-term capital gains tax rates.

Contributing to tax-advantaged accounts like 401(k)s or IRAs is also effective in offsetting the income generated from RSUs. Additionally, donating RSU shares to qualified charities can provide a charitable deduction for the fair market value of the donated shares and bypass capital gains tax on any appreciation.

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This material prepared by Thayer Partners is for informational purposes only.  It is not intended to serve as a substitute for personalized investment advice or as a recommendation or solicitation of any particular security, strategy or investment product.  Thayer Partners is a Registered Investment Adviser. SEC Registration does not constitute an endorsement of Thayer Partners by the SEC nor does it indicate that Thayer Partners has attained a particular level of skill or ability. The material has been gathered from sources believed to be reliable, however Thayer Partners cannot guarantee the accuracy or completeness of such information, and certain information presented here may have been condensed or summarized from its original source.  Thayer Partners does not provide tax or legal or accounting advice, and nothing contained in these materials should be taken as such.

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