Restricted Stock: Understanding Your Options

Posted by Richard on April 17, 2013


If you’ve recently gotten a promotion or new job that grants you access to restricted stock or restricted stock units (RSUs), you’ll need to understand how they work.

Restricted stock plans provide employees with the right to obtain shares at one of three price points: fair market value, a discount, or no cost. The use of restricted stock awards to compensate employees is growing in popularity in place of stock options, largely because of a corporation’s reduced charge against income provided by restricted stock awards as compared with stock option grants.

The Difference Between Restricted Stock and RSUs

Restricted stock and RSUs are very similar, but they differ in a few important ways that can affect your financial planning. Restricted stock is a grant of company shares made directly to you. Usually, you cannot sell or otherwise transfer the shares until you have satisfied vesting requirements. As long as you continue to work at your company, you will not forfeit your grant and it will not expire.

While the vesting rules are the same with RSUs, no stock is actually issued to you when they are granted. The shares are issued to you at a future time once vesting conditions have been satisfied.

Unlike recipients of restricted stock, holders of RSUs have no shareholder voting rights and do not receive any dividends your company may pay to its shareholders. However, when a company pays dividends on outstanding shares of stock, it can choose to also pay dividend equivalents on RSUs.

How to Obtain Your Share

Once you are granted a Restricted Stock Award, you must decide whether to accept or decline the grant. After accepting a grant and providing payment (if applicable), you must wait until the grant vests before you take possession of your shares. Vesting periods for Restricted Stock Awards may be time-based or performance-based (often tied to achievement of corporate goals). When a Restricted Stock Award vests, you’ll receive the shares of company stock or the cash equivalent (depending on the company’s plan rules) without restriction. As stated above, with RSUs, you do not actually receive your shares until the restrictions lapse.

How It Could Impact Your Taxes

If your company grants you restricted stock, you have the right to make a “Section 83(b)” election. If you make the election, you will be taxed at ordinary income tax rates on the “bargain element” of the award at the time of the grant.

• If the shares were simply granted to you, then the bargain element is their full value.

• If some payment is made, then the tax is based on the difference between what is paid and the fair market value at the time of the grant. If full price is paid, there is no tax.

Any future change in the value of the shares between the filing and the sale is then taxed as a capital gain or loss, not ordinary income. If you do not make an 83(b) election, you must pay ordinary income taxes on the difference between the amount paid for the shares and their fair market value when the restrictions lapse. Subsequent changes in value are capital gains or losses. Recipients of RSUs are not allowed to make Section 83(b) elections.

A Section 83(b) election carries some risk. If you make the election and pay the tax, but the restrictions never lapse, you do not get the taxes paid refunded, nor do you get the shares.


This communication is not intended to be tax advice and should not be treated as such. Each individual’s tax situation is different. You should contact your tax professional to discuss your personal situation.

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