How are RSUs taxed at vesting?

Shares vest, value hits your W-2, and your employer usually sells some shares to cover withholding.

Sell-to-cover

Most companies automatically sell a portion of each vesting tranche to remit withholding, leaving you with net shares. Some offer cash withholding or net share settlement instead.

The amount taxed

Shares vesting times the closing price on the vest date, added to wages. This figure is already inside Box 1 of your W-2 — do not report it again as separate income.

State complications

If you moved states between grant and vest, multiple states may claim a slice of the same income based on where you worked during the vesting period.

Educational content, not tax advice. Your outcome depends on your grant documents, income and state. Equity Tax Engine models your actual position — join the waitlist.

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