How are Restricted Stock Shares taxed when selling after vesting?
Hi everyone, I recently had my first batch of restricted stock shares vest from my employer, and I'm trying to understand the tax implications. My company automatically withheld some shares for taxes when they vested, and now I have the remaining shares available to sell. What I'm wondering is - if I sell these remaining shares right away, will I owe additional taxes when filing my 2025 return? Or have I already satisfied my tax obligation through the shares that were withheld at vesting? The company stock has been really volatile lately (like most tech stocks, ugh) and I'd prefer to cash out now while the price is decent rather than risk it dropping further. I have more shares scheduled to vest in the coming months too. Any insights would be super helpful before I make a decision! Thanks in advance!
24 comments


Oliver Becker
The tax treatment of your restricted stock shares actually happens in two phases. When your shares vest, that's considered ordinary income - basically like getting a cash bonus - and that's why your company withheld some shares for taxes (they're required to). The value of ALL shares at vesting is added to your W-2 income. The withholding might not cover your entire tax obligation though, depending on your tax bracket and the withholding rate your company used. If you sell the remaining shares immediately after vesting at basically the same price, you'll have little to no additional tax impact. However, if you hold the shares and they increase in value before selling, you'll owe capital gains tax on the difference between the vesting value and what you sold them for.
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Amina Bah
•Thanks for the explanation! So if I understand correctly, the full value of my shares at vesting is already counted as income on my W-2. But does that mean the withholding my company did might not be enough? My company withheld at 22% but I'm probably in a higher tax bracket.
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Oliver Becker
•The withholding rate for supplemental wages like RSUs is typically 22% for amounts up to $1 million, which is often less than many people's actual tax rate. If you're in a higher tax bracket (24%, 32%, etc.), you might need to pay the difference when you file. Some companies offer higher withholding rates as an option, or you could consider making estimated tax payments or adjusting your W-4 withholding from regular paychecks to cover the potential shortfall. This helps avoid an unexpected tax bill or underpayment penalties when you file.
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CosmicCowboy
After going through something similar last year, I found an amazing tool called taxr.ai (https://taxr.ai) that really helped me understand my RSU tax situation. My company offered a similar stock program and I was totally confused about whether I'd owe more taxes after selling. I uploaded my vesting statements and transaction records to taxr.ai and it analyzed everything, breaking down exactly what portion was already taxed at vesting and what would be subject to capital gains. It saved me from making a costly mistake where I almost double-counted my income! It also showed me how to properly report everything on my tax return.
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Natasha Orlova
•How exactly does this work? I've got RSUs plus some ESPP shares and I'm completely lost about how they're reported on my taxes. Does this tool actually give you the numbers for your tax forms or just general advice?
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Javier Cruz
•I'm a bit skeptical - how is this different from what my tax software would do? I use TurboTax and it asks about stock compensation, but I'm still never 100% sure I'm entering everything correctly.
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CosmicCowboy
•It goes beyond just general advice - it analyzes your specific documents and gives you the exact values you need for your tax forms, including which boxes on your Schedule D and Form 8949. It calculated my cost basis for each lot of shares and identified which sales qualified for long-term vs short-term capital gains. Unlike regular tax software, it's specialized for equity compensation and understands all the nuances of RSUs, options, ESPP, etc. TurboTax asks the right questions but you still need to know the correct answers to input. With taxr.ai, it extracts the information directly from your documents, so there's less chance of making an error when manually entering data.
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Javier Cruz
Just wanted to follow up - I ended up trying taxr.ai after my last comment and wow, I'm impressed! I've been struggling with RSU taxes for 3 years and always worried I was doing something wrong. The tool found that I'd been using the wrong cost basis for some of my shares from previous years. It showed me exactly how my vesting and subsequent sale created two separate taxable events. Now I finally understand why I kept getting unexpected tax bills every April! It generated a detailed report explaining everything that I can reference when I file. Definitely recommend it to anyone dealing with equity compensation - it made this whole restricted stock tax situation much clearer.
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Emma Thompson
If you're having trouble getting answers about your RSU tax situation from the IRS, I highly recommend trying Claimyr (https://claimyr.com). I spent WEEKS trying to get through to an IRS agent to clarify how my RSUs should be reported alongside my other income, and kept hitting dead ends with automated systems. I was ready to give up when a colleague suggested Claimyr. They have this smart system that navigates the IRS phone tree for you, waits on hold, and then calls you when an actual human agent is on the line. You can see how it works in their demo video: https://youtu.be/_kiP6q8DX5c My issue was that I had incorrect cost basis info on my 1099-B that didn't match what was on my W-2, and I needed to clarify what to do. The IRS agent I spoke with walked me through exactly how to handle the discrepancy.
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Malik Jackson
•Wait, so this service just waits on hold with the IRS for you? How does that even work? I've been trying to call about my RSU reporting for days but can't spend hours with my phone on speaker.
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Isabella Costa
•This sounds too good to be true. I've literally never been able to reach a human at the IRS. Are you saying this service actually got you through? I've got questions about how my employer reported my RSUs on my W-2 vs the 1099 I received from the brokerage, but gave up trying to call.
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Emma Thompson
•Yes, that's exactly what it does - it has a system that navigates all the IRS prompts and waits on hold so you don't have to. When an actual IRS agent picks up, you get a call connecting you directly to them. I was skeptical too until I tried it. The whole point is you don't waste your time waiting - you just go about your day, and your phone rings when there's actually someone ready to help you. I was able to speak with an agent who specifically understood equity compensation reporting issues and confirmed exactly how to handle the different forms I received.
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Isabella Costa
I need to eat my words about my skepticism! After posting my comment yesterday, I decided to try Claimyr since my RSU tax situation was really stressing me out. I couldn't believe it actually worked. I submitted my request around 3pm, went back to work, and about 2 hours later got a call connecting me with an IRS tax specialist. The agent clarified exactly how to reconcile the differences between what my employer reported on my W-2 and what the brokerage reported on my 1099-B for my RSUs. Turns out there's a specific adjustment you need to make on Form 8949 to avoid double taxation. I've been doing this wrong for YEARS and probably overpaid thousands in taxes. Now I'm going to file amendments for my past returns.
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StarSurfer
One thing nobody's mentioned yet - watch out for the AMT (Alternative Minimum Tax) if you have substantial RSU income! My first big vesting pushed me into AMT territory last year and I got hit with a much higher tax bill than expected. Also, consider the timing of your vesting dates in relation to your other income. If you know when your RSUs will vest, you might want to adjust your 401k contributions or other deferrals around those times to help manage your tax bracket.
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Ravi Malhotra
•Could you explain how AMT comes into play with RSUs? I thought that mostly affected people with incentive stock options (ISOs) rather than restricted stock? My vesting schedule has a pretty big chunk hitting next quarter and I'm worried about tax implications.
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StarSurfer
•You're right that ISOs are more commonly associated with AMT issues, but RSUs can still push you into AMT territory if the vesting creates enough additional income in a single year. RSU income gets added to your regular income, and if your total income is high enough, you might lose certain deductions under the AMT calculation. The AMT system disallows certain deductions that are allowed under the regular tax system, so taxpayers with large incomes and certain deductions can end up paying AMT instead of regular tax if the AMT calculation results in a higher tax amount.
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Freya Christensen
Has anyone dealt with restricted stock that vested while working in multiple states? My company is in California but I was working remotely from Colorado for part of the vesting period. Now I have no idea how to calculate which state gets what portion of the tax!
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Omar Hassan
•Yes! You typically need to apportion the income based on where you were physically working during the vesting period. So if your shares vested monthly over a year and you were in Colorado for 3 months and California for 9 months, you'd allocate 25% of the income to Colorado and 75% to California. Make sure you keep detailed records of your work locations. Most payroll systems don't track this perfectly for equity compensation.
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Freya Christensen
•Thanks for the info! That makes sense. Do you know if I need any special documentation to prove where I was working during those periods? My HR department wasn't very helpful when I asked them about this.
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Jibriel Kohn
This is such a common confusion with RSUs! I went through the exact same thing last year. Here's what I learned: When your RSUs vest, your company is required to withhold taxes at the supplemental wage rate (usually 22% or 37% depending on the amount). However, this withholding is often not enough to cover your full tax obligation, especially if you're in a higher tax bracket. The key thing to understand is that the FULL fair market value of all vested shares gets added to your W-2 income - not just the ones you kept after withholding. So if 100 shares vested at $50 each ($5,000 total value), that entire $5,000 goes on your W-2 even if they only gave you 78 shares after withholding 22 shares for taxes. If you sell immediately after vesting at roughly the same price, you'll have minimal capital gains impact. But you might still owe additional ordinary income tax when you file if the withholding wasn't sufficient for your tax bracket. I'd recommend calculating what your effective tax rate will be with the additional RSU income and compare it to the 22% they withheld. If there's a gap, consider setting aside some of your sale proceeds for taxes or make an estimated payment to avoid underpayment penalties.
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Ava Kim
•This is really helpful, thank you! I'm definitely in a higher tax bracket than 22%, so I'm probably going to owe more when I file. One quick question - you mentioned setting aside proceeds for taxes or making estimated payments. Since this is my first time dealing with RSUs, do you know if there's a safe harbor rule I should be aware of? I don't want to get hit with underpayment penalties, but I also don't want to overpay if I don't have to.
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Molly Hansen
•Great question about safe harbor rules! Yes, there are safe harbor provisions that can help you avoid underpayment penalties. The general rule is that you need to pay either 90% of the current year's tax liability OR 100% of last year's tax liability (110% if your prior year AGI was over $150,000). Since RSUs can significantly increase your income compared to prior years, the "100% of last year's tax" rule is often the easier safe harbor to meet. You can calculate this by looking at your prior year tax return - if your total tax payments (withholding + estimated payments) for this year equal or exceed what you owed last year, you should be safe from penalties even if you end up owing more. That said, you'll still need to pay any balance due by the filing deadline to avoid interest charges. I'd recommend running some quick calculations to see which safe harbor threshold makes more sense for your situation, then consider making a Q4 estimated payment if needed to meet that threshold.
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Zainab Mahmoud
Just want to add another perspective on the timing aspect that might help with your decision. Since you mentioned the stock has been volatile and you have more shares vesting in coming months, you might want to consider your overall tax strategy for the year. If you sell now, you'll realize any small capital gains/losses immediately. But if you hold and the stock drops significantly before your next vesting dates, those future vests will be taxed at the lower market value (which could actually be beneficial from a tax perspective, even though it's bad for your portfolio value). On the flip side, if you're already in a high tax bracket this year due to the current vesting, spreading out the tax impact might not matter much. In that case, taking the guaranteed proceeds now (as you mentioned wanting to do) is probably the safer play. One more thing - if you do decide to sell, make sure you understand which specific shares you're selling if you have multiple vesting dates. Most brokers default to FIFO (first in, first out), but you can sometimes specify which tax lots to sell to optimize your capital gains treatment. This becomes more important as you accumulate more shares over time.
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Dmitry Smirnov
•This is excellent advice about tax lot management! I never would have thought about the specific shares selection piece. Since I'm new to all this, could you explain a bit more about how the FIFO vs. specific lot selection would work in practice? For example, if I have shares that vested at different times (and therefore different prices), would selecting specific lots help me minimize capital gains? Or is this more relevant for future sales after I've held shares longer? Also, you mentioned that future vesting at lower prices could actually be tax-beneficial even if it's bad for portfolio value - that's such an interesting point I hadn't considered. It seems like there are so many variables to juggle with RSU tax planning!
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