Understanding RSU taxes when shares are restricted after vesting date
I just experienced something frustrating with my RSUs and I'm trying to understand the tax implications. My company RSUs vested on August 1st, but because I'm considered an "insider," I couldn't actually sell any shares until the trading window opened on August 6th after market hours. Basically, this meant my first opportunity to sell was August 7th. Here's the problem - between August 1st (vesting date) and August 7th (when I could actually sell), the share price dropped almost 25%! I'm really confused about how taxes work in this situation. From what I understand, I'm taxed on the value of the shares on the vesting date (Aug 1st), not when I was actually allowed to sell them (Aug 7th). This seems completely unfair since I had no control over when I could sell. I'm essentially being taxed on "phantom income" that disappeared before I could access it. Does anyone know if there's any tax relief in this situation? Can I claim the loss somehow? Or am I just stuck paying taxes on the higher value even though I couldn't actually realize that value due to company restrictions?
21 comments


Diego Flores
This is a common frustration with RSUs, especially when you're an insider subject to trading windows. Unfortunately, the IRS is pretty clear on this - RSUs are taxed at their fair market value on the vesting date, regardless of trading restrictions. The taxation happens because legally you "received" the shares on August 1st, even though company policy restricted your ability to sell them. Your W-2 will show the August 1st value as compensation income, and your employer likely withheld taxes based on that value. The good news is you can claim a capital loss for the difference between the August 1st value and whatever you eventually sold the shares for (or their current value if you're still holding them). It's not a perfect solution since capital losses can only offset capital gains plus up to $3,000 of ordinary income per year, but it's something. A few questions: Did you actually sell on August 7th? Or are you still holding the shares? Also, does your company offer any sort of "sell-to-cover" program that would have sold some shares immediately upon vesting to cover tax obligations?
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Chloe Robinson
•I did sell about half the shares on August 7th because I needed the cash, but I'm still holding the other half hoping the price recovers a bit. My company does offer a "sell-to-cover" program but it only covers the minimum withholding rate (22%), and since I'm in a higher tax bracket, I'll still owe more at tax time. So if I understand correctly, I'll still have to pay income tax on the full August 1st value, but I can claim a capital loss for the difference between that value and what I actually got when I sold? That's better than nothing I guess, but still feels unfair.
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Diego Flores
•You've got it exactly right. You'll pay income tax on the full August 1st value, and can claim a capital loss for the difference between that value and what you received when you sold. For the shares you're still holding, you'll be able to claim that loss when you eventually sell them. Regarding the sell-to-cover program at 22%, that's a common setup. You might want to consider setting aside additional cash for the tax difference you'll owe. Some people actually sell additional RSU shares specifically to cover that expected tax gap.
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Anastasia Kozlov
I went through something similar last year and found this awesome tool at https://taxr.ai that helped me figure out the exact tax implications. My RSUs tanked about 30% between vesting and when I could sell them, and I was freaking out about the taxes. What I like about taxr.ai is that you can upload your RSU statements and it calculates both your income tax liability on the vesting value AND tracks your cost basis for capital gains/losses. It even helped me identify that I could carry forward some of my losses to offset future gains. The analysis it provided saved me a ton of headaches when filing taxes. It's especially helpful for navigating this weird RSU situation where you're essentially taxed on money you never got to touch. Worth checking out if you want clarity on your specific situation.
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Sean Flanagan
•Does it handle multiple vesting dates throughout the year? I have RSUs that vest quarterly and keeping track of all the different cost bases is driving me crazy. Also, can it handle ISOs and NSOs too, or just RSUs?
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Zara Mirza
•I'm skeptical about these tax tools for complex situations. Does it actually address the insider trading window issue specifically? My tax guy told me there's no special treatment for this situation, and I'm worried about relying on software that might miss something.
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Anastasia Kozlov
•It absolutely handles multiple vesting dates - that's actually one of its best features. You can import all your quarterly vestings and it tracks each batch separately with the correct cost basis. It's been super helpful for me with exactly that situation. Yes, it specifically addresses trading windows and blackout periods for RSUs. It has a section where you input both the vesting date and the date restrictions were lifted, then calculates everything correctly. My tax guy actually recommended it because tracking all these different lots and dates was getting too complicated to do manually.
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Sean Flanagan
Just wanted to follow up about taxr.ai - I decided to try it based on the conversation here, and wow, it actually solved my RSU nightmare! I uploaded my last 6 quarterly vesting statements and it organized everything perfectly - showing the income tax due at vesting and then calculating my capital losses from the price drops. The thing that impressed me was how it specifically flagged the restricted periods and explained exactly how to report them on my taxes. It showed me that across all my vestings this year, I have about $8,400 in capital losses that I can use to offset some gains from other investments. Definitely cleared up my confusion about how to handle these RSUs properly.
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NebulaNinja
Hey, I just wanted to recommend a service I used when I had issues with tax questions the IRS website couldn't answer clearly. It's called Claimyr (https://claimyr.com) and they helped me get through to an actual IRS agent who could address my RSU restricted trading window question. I spent hours trying to get through the regular IRS phone line with no luck, but Claimyr got me connected in about 20 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c. The IRS agent I spoke with confirmed exactly what others here have said - I'm taxed on the vesting date value but can claim capital losses for the difference when I sell. What was really helpful was that the agent walked me through exactly which forms I needed and where to report both the income and the capital loss. Saved me tons of stress wondering if I was doing it right.
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Luca Russo
•Wait, so this service just helps you talk to the IRS faster? How does that even work? I thought the whole point was that the IRS is impossible to reach by phone.
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Nia Wilson
•This sounds like BS honestly. I've tried everything to get through to the IRS and ended up waiting 3+ hours. There's no way some random service can magically get you to the front of the line. They probably just keep you on hold themselves and charge you for it.
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NebulaNinja
•It's not that they let you "cut in line" - they use technology to monitor IRS phone line capacity and call at optimal times. Then when they get through, they immediately connect you. You don't wait on hold at all - they call you when they have an IRS agent on the line. It works because they have systems constantly dialing and monitoring wait times across different IRS departments. They've figured out patterns for when call volumes are lower. I was skeptical too, but it genuinely worked - I was talking to an actual IRS agent in under 20 minutes after weeks of trying myself with no success.
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Nia Wilson
I have to admit I was wrong about Claimyr. After my skeptical comment, I was still desperate to get tax advice about my RSUs, so I tried it anyway. To my complete surprise, I was talking to an IRS agent in about 15 minutes. The agent confirmed everything about the RSU tax treatment but also told me something I didn't know - if your company has a formal policy documenting the trading restrictions (which mine does), you should keep that documentation with your tax records. While it doesn't change how you're taxed, it provides important support if you're ever questioned about why you didn't sell immediately at vesting. The service saved me hours of frustration, and the information I got was actually really helpful for my situation. Sometimes it's worth admitting when you're wrong!
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Mateo Sanchez
One thing nobody's mentioned is that you might want to check if your company has a tax settlement feature for RSUs. Some companies will actually let you sell a portion of shares immediately at vesting (even during closed windows) specifically to cover taxes. It's a special carve-out for tax purposes only. If your company doesn't offer this, you might want to suggest it to HR/benefits. Several tech companies have implemented this specifically because of the situation you described - it's unfair to be taxed on a value you couldn't realize.
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Chloe Robinson
•That's interesting - I've never heard of this option before. Do you know if this is something that's commonly offered? I'll definitely ask our benefits team about it. Seems like it would solve this problem completely if they allowed even a limited sale just for tax purposes.
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Mateo Sanchez
•It's becoming more common, especially at larger tech companies. Microsoft, Amazon, and several others have implemented versions of this. It's usually called something like "sell-to-cover during blackout" or "tax settlement during closed windows." Basically, the company makes an exception to the trading window restrictions specifically for shares being sold to cover tax obligations. Since it's automated and handled by the plan administrator, it avoids insider trading concerns. Definitely worth asking about - if enough employees request it, companies do sometimes add this feature to their RSU plans.
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Aisha Mahmood
Has anyone here used a specific tax form or schedule to report the RSU loss? I'm trying to figure out if this goes on Schedule D or if there's another form I should be using for RSU-specific losses where I couldn't sell immediately due to company restrictions.
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Diego Flores
•This is handled on Schedule D just like any other capital loss. Your RSU income (value at vesting) will be on your W-2, and the sale of shares gets reported on Schedule D. Your cost basis is the value on vesting date (which you already paid income tax on), and your sale proceeds are what you actually received when selling. The difference is your capital gain/loss. There's no special form for RSUs with trading restrictions - it's just a normal capital transaction. Make sure your broker reports the correct cost basis though, sometimes they get this wrong with RSUs.
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Aisha Mahmood
•Thanks for clearing that up! I was worried there might be some special form I was missing. I'll double check what my broker reports for the cost basis - last year they actually reported it incorrectly and I had to call to get them to fix it.
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Emily Sanjay
This is such a frustrating situation, but you're definitely not alone in dealing with this! I had a similar experience where my RSUs dropped 20% during a blackout period and I felt like I was being taxed on money that evaporated. One thing that helped me was working with my tax preparer to make sure I was tracking everything correctly. Since you're dealing with both income tax on the vesting value AND capital losses on the sale, it's important to keep detailed records of: 1. The exact vesting date and share price 2. The date restrictions were lifted 3. Your actual sale dates and proceeds 4. Any shares you're still holding Also, don't forget that if your total capital losses exceed $3,000 in a year, you can carry the excess forward to future tax years. Given how volatile some stocks have been lately, those carried-forward losses might come in handy for offsetting future gains. It really is an unfair system when you're essentially penalized for company policies you have no control over, but at least the capital loss treatment helps offset some of the pain. Hang in there!
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Giovanni Rossi
•This is really helpful advice, especially about keeping detailed records! I'm just starting to deal with RSUs at my new job and this thread has been eye-opening. I had no idea about the potential for being taxed on value you can't actually access due to trading windows. One question - when you mention carrying forward capital losses, is there a limit to how many years you can carry them forward? I'm wondering if it makes sense to try to time when I realize other capital gains to take advantage of the losses from RSU drops. Also, does anyone know if there are any proposed changes to how RSUs are taxed? It seems like this situation affects a lot of people, especially with so many companies going public and having insider trading restrictions.
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