What happens when RSUs vest
Restricted Stock Units aren't taxed when they're granted — only when they vest. On the vesting date, the full market value of the shares is treated as ordinary income and added to your W-2, exactly like salary. That means federal income tax, state income tax, Social Security and Medicare all apply. Your employer usually sells or holds back some shares to cover withholding.
The 22% withholding trap
By default, employers withhold federal tax on RSU income at the 22% supplemental rate. If your real marginal rate is higher — 32%, 35% or 37% — that withholding falls short, and the gap lands on you at tax time. High earners are routinely surprised by a five-figure bill in April for exactly this reason. The 'likely still owed' number above is that shortfall; consider adjusting your W-4 or making an estimated payment.
The double-taxation trap (the big one)
Here's the mistake that costs people the most. When your RSUs vest, you already paid income tax on their value — and that vesting value becomes your cost basis. But brokers frequently report a $0 cost basis on the 1099-B. If you file as-is, the IRS taxes the entire sale proceeds as a capital gain, making you pay tax a second time on income you were already taxed on. The fix: on Form 8949, adjust the cost basis to the vesting-date FMV (adjustment code B). Always keep the W-2 / statement that shows your vesting value.
Short-term vs long-term after vesting
After vesting you own ordinary shares, and the clock starts. Sell within a year and any gain is short-term, taxed at your ordinary rate. Hold more than a year and it's long-term, taxed at the preferential 0/15/20% federal rate. Many people sell immediately at vesting (basis ≈ sale price, so little or no gain) to diversify — a perfectly valid choice — but if you hold, the holding period matters.
A quick example
200 shares vest at $50 = $10,000 of income. At a 32% marginal rate your employer withholds only 22% ($2,200), but you actually owe about $3,200 in federal income tax — a ~$1,000 gap before FICA and state. Your cost basis is $50/share. If you sell a year later at $70, your gain is just ($70−$50)×200 = $4,000. But if the broker reported $0 basis, you'd be taxed on $14,000 — overpaying tax on $10,000 you already paid income tax on.
Final word
RSUs are real money, but the tax mechanics catch a lot of smart people off guard. Two habits protect you: plan for the withholding gap so April isn't a shock, and always correct your cost basis so you're never taxed twice. When the numbers are large, confirm them with a qualified tax professional.