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RSU and ESPP Tax in the US: What You Keep at Vest and at Sale

By Aapt Dubey · Figures for the 2026 tax year · Updated

A $50,000 RSU vest on a $150,000 US salary owes $14,864 in federal tax and FICA but has only $13,864 withheld, leaving $35,136; for the example ESPP, holding long enough to qualify saves $135 of IRS tax on a $3,600 gain.

Illustration of a person gathering leaves from a small tree into a basket while some leaves drift away
$35,136
Kept from a $50,000 RSU vest ($150,000 salary)
$1,000
Extra owed at filing beyond withholding
$3,600
ESPP example: gain on sale
$3,006
ESPP kept, qualifying sale
$2,871
ESPP kept, disqualifying sale held over a year

How are RSUs and ESPP shares taxed, and what do you keep?

Restricted stock units are taxed in the US like a cash bonus paid in shares. On a $150,000 salary, a $50,000 RSU vest owes $14,864 in federal income tax, Social Security and Medicare. Your employer typically withholds $13,864, so you owe another $1,000 when you file, and you keep $35,136, about 70.3% of the vest.

Employee stock purchase plans are different. How they're taxed depends on how long you hold the shares. In our example plan, holding long enough for a qualifying sale cuts the IRS bill by $135 on a $3,600 gain.

Grouped bar chart of the share of RSU vesting income kept after federal income tax and FICA. A $50,000 vest on a $150,000 salary keeps 70.3%; a $100,000 vest on $250,000 keeps 63.3%.Share of an RSU vest you keep after federal tax and FICA0.00%20.0%40.0%60.0%80.0%$10,000 vest$25,000 vest$50,000 vest$100,000 vest$100,000 salary$150,000 salary$250,000 salarySingle filer, 2026. Source: Bedrock Calculator RSU tax engine.bedrockcalculator.com
Grouped bar chart of the share of RSU vesting income kept after federal income tax and FICA. A $50,000 vest on a $150,000 salary keeps 70.3%; a $100,000 vest on $250,000 keeps 63.3%.
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How we worked out these numbers

All figures are for the US 2026 tax year, from the site's RSU tax calculator and ESPP tax calculator. Both cover federal tax only, for a single filer. State income tax is left out, and in most states it applies to both RSU income and ESPP gains.

RSUs. The calculator takes the value of the shares on the vest date and treats it as wages on top of your salary. It works out the real tax by running salary plus vest through the 2026 brackets and standard deduction, and adds Social Security and Medicare. It works out withholding at the flat 22% federal supplemental rate plus the same FICA. We modeled one vest at a time, with no other bonuses that year.

ESPPs. We used the calculator's example plan: shares worth $40 at the start of the offering period and $55 on the purchase date, a 15% discount applied to the lower of the two, 100 shares, and $120,000 of other taxable income. That sets the purchase price at $34.00 a share, or $3,400 in total. Then we changed the sale price.

The calculators don't model state tax, the net investment income tax on gains for higher earners, sell-to-cover share rounding, or what happens to the stock after you sell.

How RSUs are taxed when they vest

When RSUs vest, the full market value of the shares is income, whether you sell them or not. It goes on your W-2 like salary, and it's taxed at your ordinary rates plus FICA. Most employers sell enough shares at vesting to cover the withholding. In our $50,000 example at $100 a share, that's about 138.6 shares.

RSU vest: what you keep after US federal tax and FICA

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Single filer, one vest, 2026 brackets and standard deduction. Withholding at the flat 22% supplemental rate plus FICA. State tax not included.

RSU vest: what you keep after US federal tax and FICA. Single filer, one vest, 2026 brackets and standard deduction. Withholding at the flat 22% supplemental rate plus FICA. State tax not included.
$100,000$10,000$2,965$2,965$0$7,035
$100,000$25,000$7,413$7,477$64$17,524
$100,000$50,000$14,825$15,389$564$34,611
$100,000$100,000$28,689$30,253$1,564$69,747
$150,000$10,000$2,965$3,165$200$6,835
$150,000$25,000$7,413$7,913$500$17,088
$150,000$50,000$13,864$14,864$1,000$35,136
$150,000$100,000$26,039$30,609$4,570$69,391
$250,000$10,000$2,435$3,435$1,000$6,565
$250,000$25,000$6,088$8,668$2,580$16,332
$250,000$50,000$12,175$18,005$5,830$31,995
$250,000$100,000$24,350$36,680$12,330$63,320

The amount you keep sits around two-thirds to seven-tenths of the vest in every case, but the gap at filing varies a lot. On a $100,000 salary a $25,000 vest is under-withheld by only $64. On a $250,000 salary a $100,000 vest is under-withheld by $12,330, and you keep $63,320, or 63.3%.

One quirk is worth knowing. Social Security tax stops once your wages for the year pass the wage base, so a large vest on a high salary can carry less FICA than you'd expect. That's why a $50,000 vest on a $150,000 salary keeps a slightly higher share than the same vest on a $100,000 salary in our table.

Why you owe tax on RSUs even though tax was withheld

Withholding on RSUs is usually a flat 22% of federal income tax. That's a payroll shortcut for bonus-type pay, not your bracket. If your salary plus the vest puts the shares in a higher bracket, the withholding falls short and the difference comes due in April.

You can close the gap by raising your W-4 withholding for the rest of the year, making an estimated tax payment, or simply setting aside cash from the vest. Cash bonuses follow the same supplemental wage rules, so the bonus tax calculator shows the same gap for them.

How ESPP shares are taxed when you sell

An ESPP lets you buy company stock at a discount, often through payroll deductions. Nothing is taxed when you buy. The tax comes when you sell, and the split between ordinary income and capital gain depends on how long you held the shares.

A qualifying sale means you sold at least two years after the offering date and at least one year after the purchase date. Then only the smaller of two amounts is taxed as ordinary income: the discount measured on the offering-date price, or your actual gain. Everything else is long-term capital gain, taxed at lower rates.

A disqualifying sale is anything earlier. The full bargain at purchase, the purchase-date price minus what you paid, is ordinary income. Any gain above that is capital gain, long-term if you held over a year and short-term if not.

ESPP sale: qualifying vs disqualifying, by sale price

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Example plan: $40 at offering start, $55 at purchase, 15% discount with lookback, 100 shares, $120,000 of other taxable income, single filer. Federal tax only.

ESPP sale: qualifying vs disqualifying, by sale price. Example plan: $40 at offering start, $55 at purchase, 15% discount with lookback, 100 shares, $120,000 of other taxable income, single filer. Federal tax only.
$45.00$1,100$881$836$836$45
$55.00$2,100$1,731$1,596$1,596$135
$70.00$3,600$3,006$2,871$2,736$135
$90.00$5,600$4,706$4,571$4,256$135

Selling at $70 a share, your total gain is $3,600. A qualifying sale treats $600 of that as ordinary income and leaves you $3,006 after federal tax. A disqualifying sale treats $2,100 as ordinary income and leaves $2,871 if you held over a year, or $2,736 if you sold within a year.

Grouped bar chart of the after-tax ESPP gain. Selling at $70 a share keeps $3,006 in a qualifying sale, $2,871 in a disqualifying sale held over a year and $2,736 if sold within a year.ESPP: after-tax gain by sale price and holding period$0$1,250$2,500$3,750$5,000Sell at $45Sell at $55Sell at $70Sell at $90QualifyingDisqualifying, over a yearSold within a yearExample plan inputs. Source: Bedrock Calculator ESPP tax engine.bedrockcalculator.com
Grouped bar chart of the after-tax ESPP gain. Selling at $70 a share keeps $3,006 in a qualifying sale, $2,871 in a disqualifying sale held over a year and $2,736 if sold within a year.
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Is it worth holding ESPP shares for a qualifying sale?

On taxes alone, usually a little. In this example the qualifying sale saves $135 at $70 and $135 at $90. If the price falls toward the purchase-date value, the saving shrinks: at $45 it's $45.

The bigger question is risk. Holding company stock for two years ties more of your money to the same employer that pays your salary. A modest tax saving can be wiped out by a modest fall in the share price. Many people sell ESPP shares soon after purchase, accept the higher tax, and lock in the discount.

Getting your own numbers

For a vest, enter the shares, the price and your salary so far in the RSU tax calculator. For ESPP shares, put your plan's offering and purchase prices into the ESPP tax calculator and try a few sale dates and prices. If you've already held RSU shares after vesting and sold them, any change in price since the vest is a capital gain or loss, which the capital gains tax calculator handles.

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A one-page summary of the numbers above.

RSU and ESPP Tax in the US: What You Keep at Vest and at Sale: A $50,000 RSU vest on a $150,000 US salary owes $14,864 in federal tax and FICA but has only $13,864 withheld, leaving $35,136; for the example ESPP, holding long enough to qualify saves $135 of IRS tax on a $3,600 gain.
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The infographic, charts and CSV data on this page are free to reuse with a link to this page, CC BY 4.0.

Frequently asked questions

How are RSUs taxed when they vest?

The full value on the vest date is ordinary wage income, taxed like salary with Social Security and Medicare. Employers usually withhold a flat 22% of federal income tax, which falls short if your real bracket is higher. A $50,000 vest on a $150,000 salary owes $1,000 more than was withheld.

Why do I owe taxes on RSUs even though tax was withheld?

Because 22% is a withholding rate, not your bracket. On a $250,000 salary a $100,000 vest is under-withheld by $12,330 in our example. Raising your W-4 withholding or setting cash aside avoids a surprise.

What is a qualifying disposition for an ESPP?

Selling at least two years after the offering date and one year after the purchase date. Then only the smaller of the discount on the offering-date price and your actual gain is ordinary income; the rest is long-term capital gain. In our example at $70 a share, that is $600 of ordinary income instead of $2,100.

Is it worth holding ESPP shares to get a qualifying disposition?

For taxes, often yes: in our example it saves $135 at a $70 sale. But if the price falls, the saving shrinks, and holding a lot of your employer’s stock is a risk of its own. At $45 a share the saving is $45.

Run your own numbers

Sources and method

Every figure on this page, including the charts and the infographic, is produced by running the same calculation engine as the calculators linked above for the 2026 tax year. Nothing is typed in by hand. The underlying rates come from these sources: