Personal Finance

Do you really understand RSUs?

How "breaking even" on your stock grants can still trigger a hefty tax bill.

Partha Mandal

1

Let's Play a Game

How many of us really understand RSU taxation?
It's a big chunk of our compensation.
But what we think we know about them might be far away from reality!

The Grant (2023)

Your company grants you, in 2023, $10,000 worth of RSUs.
Granted at a price of $40.
You will get 250 shares. 😁

The Vesting (2024)

You vest (i.e. get) them after 1 year in 2024.
The price on vest date is $20.
You are super sad! You just lost 50% value. 😭

The "Recovery" (2025)

But, then, 1 year later, in 2025, the price goes back up to $40.
You feel better, at least you broke even. 😐
You decide to sell it, and take your money.

The million-dollar question:
Do you owe taxes on this "break-even" sale?
The Plot Twist

Yes, you absolutely owe taxes. Sadly!

2

The Two-Identity Tax System

The system works this way because RSUs are compensation first, and an investment second.
Tax law splits you into two identities:

You as an Employee:
  Taxed on the value of the shares when you receive them (at vesting).

You as an Investor:
  Taxed on the growth of the shares from the moment you received them.

1

Event 1: The Employee Gets Taxed (Vesting)

When your 250 shares vested at $20, the tax man saw a $5,000 bonus.
This triggers immediate income tax (let's use 45%).
To pay it, brokers "sell-to-cover".

Also, now you actually "own" the shares.

Taxable Income: 250 × $20 = $5,000
Income Tax: $5,000 × 0.45 = $2,250
Shares You Keep: 250 * 0.55 = 137.5 shares

The 137.5 shares you keep now have an official cost basis of $20 per share.

2

Event 2: The Investor Makes a Profit (Selling)

When you sell your remaining shares for $40, the system looks at cost basis.

And since you started "owning" the stocks only on vest date,
They take the vest price as cost basis!

Sale Price: $40/share
Cost Basis: $20/share
Capital Gain/Share: $40 - $20 = $20
Total Capital Gain: $20 × 137.5 = $2,750

Check your contry's capital gains tax rate and its tax free threshold to calculate actual payable tax

3

Why Isn't This Fairer?

But, but, this is unfair!
You were granted something at a price, and you sold at the same price, made exactly 0!

Paying taxes on that? That feels like a travesty 😭

Proposal: The "Common Sense" Model

The 'Fair' Idea:
The grant-to-vest "loss" should be recognized.

Pay income tax on vest price, as usual.
But, still allow the capital loss when vest price < grant price

There's no reason why we can't do this!
It would be hard to convince the Finanzamt though! Nobody likes loss of tax revenue.


Verdict:
Seems complicated, but so is the entire tax code!

This is what I expected the default behaviour would be!
So did my friends when I spoke to them.
But, apparently common sense is not so common in tax law.

4

The Upside: The Growth Scenario

This system fares much better when your company's stock appreciates.
Let's imagine a timeline where you are granted 250 shares at $40.
They vest at $60, and you sell at $100.

Event Calculation Taxable Amount Tax Type
Vesting 250 shares × $60 Vest Price $15,000 Ordinary Income
Selling ($100 - $60) × 137.5 Shares Kept* $5,500 Capital Gains

*After selling ~45% for taxes at vest, you'd keep ~137.5 shares.
The capital gain is ($40 profit/share × 137.5 shares).

The Lightbulb Moment

Notice your capital gain is calculated from the $60 vest price, not the $40 grant price.

But, Don't worry! the tax department benefits too from this appreciation.
The $20 of growth that happened before you owned the shares increases the income tax they get.

5

The Five Stages of RSU Tax Grief

😵 Denial

"This calculator must be wrong. I broke even!"

😡 Anger

"The grant price was $40! Why doesn't that matter?!"

🙏 Bargaining

"Can't I just write off the loss I just had?"

😔 Depression

"What is wrong with the system!"

✅ Acceptance

"Well, I guess I'll have to find companies where stonks only go up!" 🤷📈

6

Your Action Plan

I only truly realized this last week. Before I was blissfully unaware!
And after speaking with friends, I realized this confusion is widespread.

That's why this post exists! I wish I had seen this 2 years ago!
Here's what to do next, so that you know if you are in for a shock:

1

Find Vesting Statements

Log into your stock plan administrator (E*TRADE, Morgan Stanley, etc.)
Download the PDF statement for every single RSU vest.

2

Identify Your Cost Basis

On each statement, find the "Fair Market Value" on the vesting date.
This price is the official cost basis for the shares you kept.

3

Track Everything

Keep these PDFs and a simple spreadsheet.
Record the vesting date, number of shares kept, and the cost basis per share.
Your future self will thank you.

Crucial Disclaimer

I am an internet blogger with a spreadsheet, not a certified tax advisor.

This post explains a general principle for educational purposes.
Tax laws are complicated, and they vary by country.

Please consult a qualified local professional for advice.

Partha Mandal