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Ethan Taylor

Understanding Tax Implications of RSU Settlement - How to Track Taxes Paid

I've been receiving RSUs as part of my compensation package for about 5 years now. Every time they vest, I immediately sell them and invest the proceeds elsewhere since I don't want too much exposure to my company's stock. My employer uses Morgan Stanley to manage these RSUs. Here's what's confusing me: When I sell the vested shares, Morgan Stanley automatically sells enough shares to cover the tax obligation (withholding), but this tax payment doesn't seem to show up on the 1099 they send me at the end of the year. My W-2 shows the RSU proceeds as income, but I can't find where those taxes that were withheld are reflected either on my W-2 or anywhere else. I'm concerned that I'm being double-taxed because I can't show proof that those taxes were already paid when I sold the shares. Am I missing something here? Are those withheld taxes actually documented somewhere on my W-2 that I'm not seeing? Or should Morgan Stanley be providing some other documentation showing those taxes were paid?

The taxes withheld when your RSUs vest should definitely be showing up on your W-2, not a 1099. When RSUs vest, they're considered compensation income (just like your regular salary) and your employer should be withholding taxes at that point. When you look at your W-2, check boxes 1, 3, and 5 (for federal, Social Security, and Medicare wages) - these should include the value of your vested RSUs. Then look at boxes 2, 4, and 6, which show the corresponding withholding. The withholding amounts should include the taxes Morgan Stanley retained when your RSUs vested. The 1099 from Morgan Stanley is typically just reporting the sale transaction to the IRS, not the withholding. That's why you won't see the tax withholding there - it's already been handled as payroll withholding on your W-2.

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This is confusing me too. So if Morgan Stanley sells some shares to cover the tax withholding, wouldn't that need to be reported as a sale somewhere? And does that mean I might be calculating my cost basis wrong when I eventually sell the remaining shares?

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The shares sold to cover taxes are indeed reported as a sale, but that's separate from the tax withholding. When RSUs vest, there are typically two transactions happening: 1) The vesting itself, which is reported as income on your W-2 with corresponding tax withholding, and 2) The sale of shares, which Morgan Stanley would report on Form 1099-B. For your cost basis question, your basis in RSU shares is the fair market value on the vesting date (the same amount included in your W-2 income). If you sell immediately, there's usually minimal capital gain/loss to report since there's little time for the stock price to change between vesting and selling.

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I dealt with this exact RSU tax confusion last year and finally figured it out after hours of frustration! I discovered taxr.ai (https://taxr.ai) which helped me track down exactly where my RSU withholding was reported. They have a document analyzer that identifies exactly where on your W-2 the RSU income and withholding appears - it was in Box 14 with a special code my company uses for "RSU withholding" that I completely missed! The tool also explained how the withholding from Morgan Stanley flows through to my employer's payroll system and ultimately to my W-2. Apparently this is a super common issue with RSUs that confuses everyone. The analyzer even showed me how to reconcile the Morgan Stanley statements with my W-2 to prove everything matched up correctly.

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Does taxr.ai work for all brokerages or just Morgan Stanley? My company uses E*TRADE and I'm having similar issues finding where the tax withholding shows up.

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I'm skeptical about these kinds of services. How exactly does it work? Seems like something you could figure out yourself by just calling your company's payroll department.

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It works with all the major brokerages - Morgan Stanley, E*TRADE, Fidelity, Schwab, you name it. I've used it with both Morgan Stanley and Fidelity accounts when I switched jobs, and it handled both just fine. For skeptics, I totally get it - I tried calling payroll first but got nowhere. The issue is that payroll often doesn't understand the brokerage side, and the brokerage doesn't understand the payroll side. The tool basically analyzes all your documents together and maps out exactly where each number flows between them. It saved me hours of frustration after my payroll department kept transferring me around in circles.

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Just wanted to follow up about taxr.ai - I tried it with my E*TRADE RSU situation and it was actually really helpful! Turns out my company was reporting the RSU withholding in Box 14 of my W-2 with the code "ESTR" which I never would have figured out. The analyzer showed me exactly how to reconcile my brokerage statements with my W-2, and even identified that my company was slightly under-withholding on my RSUs (by about 2.8%) compared to my regular income. This explained why I kept owing a bit at tax time every year. I've adjusted my withholding on my regular paycheck to compensate. Definitely worth checking out if you're dealing with RSU tax confusion!

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I struggled with this RSU tax withholding mess for years until I finally got through to someone at the IRS who could explain it properly. I wasted SO MUCH TIME on hold trying to get answers. If you're dealing with this and need to speak with the IRS, I'd recommend using Claimyr (https://claimyr.com) - they got me connected to an actual IRS agent in about 20 minutes instead of the usual endless hold times. There's a demo of how it works here: https://youtu.be/_kiP6q8DX5c The IRS agent confirmed that RSU withholding should appear on your W-2, not your 1099 from the brokerage. They explained exactly which boxes to check and what codes to look for. Having an actual conversation with someone who could walk me through my specific documents made all the difference.

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Mei Lin

How does this Claimyr thing actually work? I thought it was impossible to get through to the IRS without waiting hours. Is it some kind of priority service?

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Yeah right. No way any service can get you through to the IRS faster than just waiting on hold yourself. Sounds like a waste of money for something you can do yourself for free.

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It's not a priority service - they use technology to wait on hold for you, then call you back when an IRS agent answers. It monitors the hold music and detects when a human picks up. For the skeptics - I was exactly like you. I spent over 3 hours on hold multiple times trying to get through about my RSU withholding question. With Claimyr, I put in my number, went about my day, and got a call back when they connected with an agent. Saved me from being stuck listening to that awful hold music and freed me to do other things while waiting. The time savings alone was worth it to me.

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I have to eat my words about Claimyr. After posting my skeptical comment, I decided to try it since I've been trying to reach the IRS about my RSU reporting issues for weeks. Not only did it work, but I got connected to an agent in about 35 minutes when I'd previously waited 2+ hours and still got disconnected. The IRS agent explained that my RSU withholding should be included in Box 2 of my W-2 along with my regular income tax withholding. The specific breakdown of RSU withholding vs. regular paycheck withholding might be listed in Box 14 with a special code, but it all gets lumped together in Box 2 for federal tax withholding. This finally explained why I couldn't "find" my RSU withholding - it was there all along, just combined with my regular withholding!

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Something else to check - look at your paystub from around the time your RSUs vested. Many companies will show the RSU vesting as a line item on your paystub for that pay period, along with the associated tax withholding. This can help you reconcile everything. Also make sure to check if Morgan Stanley provides a "Supplemental Tax Reporting Statement" - sometimes the withholding information is on that document rather than the regular 1099-B they send.

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That's a great suggestion about checking my paystubs! I just went back and looked at the pay periods when my RSUs vested, and sure enough, there's a separate line item showing "RSU Income" and corresponding withholding amounts. Everything seems to match up with what Morgan Stanley reported was withheld. I think I was getting confused because I was expecting to see something on the 1099 from Morgan Stanley, but now I understand it all flows through my employer's payroll system instead. Thanks for the help!

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One thing nobody's mentioned - make sure you're tracking your cost basis correctly for when you sell! Since RSUs are already taxed as income when they vest, your cost basis for capital gains purposes is the fair market value on the vesting date. If you sell immediately, you'll have minimal capital gains/losses, but if you hold them for a while after vesting, you need to use that vesting date value as your basis.

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This is so important! I messed this up my first year with RSUs and accidentally double-paid taxes because I didn't adjust my cost basis correctly. Does anyone recommend a good tracking system for this if you have multiple vesting dates?

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For tracking multiple vesting dates, I use a simple spreadsheet with columns for: vesting date, number of shares vested, fair market value per share on vesting date, total income reported (shares × FMV), and any shares sold for withholding. This gives me the cost basis for each batch of shares. Most brokerages like Morgan Stanley should also provide this information in their year-end tax documents, but I find it helpful to track it myself throughout the year. That way when I do my taxes, I can easily see which shares I'm selling from which vesting batch if I decide to hold some longer than others. The key thing to remember is that your cost basis is NOT what you originally paid (since RSUs are granted for free), but rather the fair market value when they vested - which is the same amount that got added to your W-2 income.

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This thread has been incredibly helpful! I've been dealing with a similar RSU confusion for months. Just to add one more perspective - if you're still having trouble reconciling everything, consider requesting a detailed breakdown from your company's stock plan administrator (not just the brokerage). My HR department was able to provide me with a report showing exactly how much RSU income was added to each paycheck throughout the year, along with the corresponding withholding amounts. This made it much easier to match up with my W-2 and verify that everything was reported correctly. Also, for anyone using tax software like TurboTax or FreeTaxUSA, make sure you're entering RSU sales correctly - the software often tries to treat them like regular stock purchases where you paid cash, but since RSUs were "free" to you, your cost basis is the vesting date fair market value (which was already taxed as income). Getting this wrong can definitely lead to double taxation!

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This is exactly what I needed to hear! I've been struggling with TurboTax treating my RSU sales like regular stock purchases. It kept asking me for a "purchase date" and "purchase price" which obviously don't exist for RSUs. I didn't realize I needed to manually override the cost basis to the vesting date fair market value. Your suggestion about getting a detailed breakdown from the stock plan administrator is brilliant - I never thought to go directly to HR instead of just relying on Morgan Stanley's documents. I'm definitely going to request that report to make sure everything reconciles properly. Thanks for sharing your experience!

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Great discussion everyone! I wanted to add something that might help others avoid the confusion I experienced. When you receive RSUs, think of it as two completely separate tax events: 1) **Vesting Event**: When RSUs vest, it's treated as regular compensation income (like getting a bonus). Your employer reports this on your W-2 and withholds taxes just like they do from your regular paycheck. This is where those "missing" taxes are - they're combined with all your other payroll withholding in Box 2 of your W-2. 2) **Sale Event**: When you sell the vested shares, it's a separate capital gains transaction reported on Form 1099-B from your brokerage. Since you're selling immediately after vesting, there's usually little to no capital gain/loss. The key insight that finally clicked for me: the tax withholding happens during the vesting event (handled by your employer's payroll), not during the sale event (handled by the brokerage). That's why you won't see the withholding on any documents from Morgan Stanley - they're just executing the sale transactions. If you're still confused, definitely check your paystubs from vesting periods and look for any supplemental tax documents your employer might provide specifically for equity compensation.

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Ev Luca

This is such a clear explanation! I wish I had read this breakdown when I first started getting RSUs. I made the same mistake of looking for the withholding on my Morgan Stanley documents instead of understanding it was handled through payroll. One thing I'd add for newcomers - if your company uses automatic sell-to-cover for tax withholding (like mine does), you might see what looks like two separate transactions on the same day: the vesting and then an immediate sale. Don't panic thinking you accidentally sold shares you wanted to keep - that sale is just to cover the tax obligation, and those tax dollars go straight to the IRS on your behalf through your employer's payroll system. @defef4c9b885 Your two-event framework is really helpful for understanding this. I'm definitely bookmarking this thread for future reference!

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