RSU vesting tax in 2026,
why withholding often falls short
RSUs vest as ordinary income at fair market value on the vest date. Federal supplemental withholding is a flat 22% (or 37% over $1M in a year). FICA applies. Your actual marginal bracket may be 24%, 32%, 35%, or 37%, so the 22% withholding under-collects. Below: the math, scenarios, and how to avoid the April surprise.
The two-tax-rate problem
Withholding rate (what your employer takes at vest): 22% federal supplemental (37% above $1M of supplemental wages in a year) plus FICA plus state supplemental.
Actual tax rate (what you owe at filing): Your marginal federal bracket at total income (which includes the RSU as ordinary income). For high earners, this is 24%, 32%, 35%, or 37%.
The gap between withholding and actual tax is paid at filing time as additional federal tax owed. If you do not plan for this, you can owe $5,000-$50,000+ in April depending on the size of the vest and your marginal bracket.
Scenarios
Withholding shortfall at common salary + RSU combinations
Each row shows base salary plus RSU vest value, the 22% supplemental withholding the employer takes, the actual federal tax owed on the RSU portion (calculated as the difference in total federal tax with and without the RSU), and the gap that must be paid at filing time.
| Salary | RSU vest | 22% withheld | Actual federal tax on RSU | Effective rate on RSU | Underwithheld (you owe) |
|---|---|---|---|---|---|
| $100,000 | $25,000 | $5,500 | $5,611 | 22.4% | $111 |
| $150,000 | $50,000 | $11,000 | $12,000 | 24.0% | $1,000 |
| $200,000 | $100,000 | $22,000 | $31,929 | 31.9% | $9,929 |
| $250,000 | $150,000 | $33,000 | $52,001 | 34.7% | $19,001 |
| $350,000 | $200,000 | $44,000 | $70,000 | 35.0% | $26,000 |
FICA (Social Security 6.2% up to $184,500 wage base, Medicare 1.45% no cap, plus 0.9% additional above $200K single) is computed separately and is fully withheld at vest. The shortfall above is federal income tax only.
Walk-through
The full RSU tax chain
Step 1: vest event creates ordinary income
On the vest date, the fair market value (FMV) of the shares is added to your W-2 Box 1 as ordinary income. FMV is typically the closing price of the stock on the vest date, multiplied by the number of vesting shares. Example: 1,000 shares vest at $50 closing price = $50,000 of ordinary income added to your W-2. This $50,000 is treated identically to a $50,000 cash bonus for tax purposes: it is wages subject to federal income tax, FICA, state income tax, and most local income taxes.
Step 2: employer withholds at supplemental rates
Federal supplemental withholding is 22% per IRS Publication 15-T (2026). It rises to 37% on supplemental wages above $1 million per year. Most employers default to "sell to cover": the brokerage sells enough shares to cover federal supplemental withholding, state supplemental, and FICA, depositing the remaining shares to your account. Some employers offer "net settlement" (employer keeps shares to cover tax, transfers the rest) or "pay cash" (you pay tax in cash and keep all shares).
State supplemental rates vary: California 10.23% (the highest), New York 11.7% on the supplemental amount, Massachusetts 5%, Pennsylvania 3.07%, no-tax states 0%. The combined federal + state supplemental on a $50K RSU vest in California is 22% + 10.23% = 32.23%, plus FICA. In Texas: just 22% federal supplemental plus FICA.
Step 3: FICA at vest
Social Security 6.2% applies to the RSU value, up to the $184,500 wage base. If your salary alone is below $184,500 and the RSU pushes you over, only the portion below the cap is subject to Social Security. Medicare 1.45% applies to the full RSU value with no cap. If your total wages (salary + RSU) cross $200,000 (single) or $250,000 (MFJ), an additional 0.9% Medicare tax applies to the portion above the threshold. Source: IRS Tax Topic 560.
Step 4: the April reconciliation
At filing time (April), the IRS computes your actual federal tax based on total wages including the RSU. If your marginal bracket is higher than 22% (which it usually is for any RSU recipient with a $100K+ base salary), the actual tax owed exceeds the 22% withheld. The shortfall is paid as additional federal tax due. State follows similar logic, often with a similar gap.
Common shortfall sizes: at 24% marginal bracket, expect to owe an extra 2% of the RSU value federal (about $1,000 on a $50K vest). At 32% bracket, expect to owe an extra 10% (about $5,000 on a $50K vest, $20K on a $200K vest). At 35-37% bracket (very high earners), the shortfall can reach 13-15% of the RSU value.
Step 5: capital gains on holding past vest
Once the shares are yours after vest, any subsequent change in stock price is capital gain or loss. Your cost basis is the FMV at vest (the value already taxed as ordinary income). If you sell within one year of vest, gain or loss is short-term capital (taxed at ordinary income rates, same as the original vest). If you sell after one year past vest, gain or loss is long-term capital (taxed at 0% / 15% / 20% depending on total taxable income).
Most financial planners recommend selling vested RSUs immediately to diversify away from employer-stock concentration risk. The tax math is roughly identical to selling immediately vs holding less than one year. Holding more than one year for the long-term capital gains treatment is a separate decision: it requires you to take on stock-price risk for the year-plus holding period.
How to avoid the April shortfall
Three approaches that work
Option 1: extra withholding via W-4. Form W-4 Step 4(c) lets you specify a flat dollar amount of extra federal income tax withholding per pay period. If you anticipate $10,000 in RSU vesting and a 10-percentage-point shortfall, that is $1,000 extra federal tax. Spread across 26 biweekly paychecks: $40/paycheck extra. Reset to zero after the vest year if RSUs are not annual.
Option 2: quarterly estimated tax via Form 1040-ES. The IRS requires that your withholding plus estimated payments cover at least 90% of current-year tax (or 110% of prior-year tax, whichever is less, to avoid the underpayment penalty). If your RSU vest creates a large under-withholding, send Form 1040-ES for the quarter the vest occurs to top up the IRS account. Quarterly due dates: April 15, June 15, September 15, January 15 of the following year. Source: IRS Form 1040-ES.
Option 3: maximise pre-tax deductions to drop your marginal bracket. A maxed-out 401(k) ($23,500 in 2026) and HSA ($4,300 single / $8,550 family) reduces your federal taxable income by up to $32,050. This can drop your marginal federal bracket and therefore the size of the RSU under-withholding. Doesn't fix the gap entirely (FICA still applies, and 401(k) does not exempt FICA), but it helps.
Sources
Where the 2026 RSU rules come from
- RSU taxation as ordinary income at vest. IRS Publication 525.
- Federal supplemental withholding rate (22%, 37% above $1M). IRS Publication 15-T (2026).
- Additional Medicare Tax thresholds. IRS Tax Topic 560.
- Quarterly estimated tax. IRS Form 1040-ES.
- Capital gains rates and holding periods. IRS Tax Topic 409.
Related
Other supplemental-wage and high-earner pages
Bonus tax math
Same 22% supplemental withholding, same marginal-vs-actual gap.
SS wage base
What happens to your paycheck after RSU vesting pushes you past $184,500.
$150K MFJ
Common base salary for RSU recipients. Where the 22% MFJ bracket bites.
$100K single
Where the 22% bracket starts to bite for single. RSU on top likely 24%+.
Bonus tax calculator
Interactive: enter your salary and bonus/RSU amount.
Salary calculator
Try any salary, status, and state to see your base before RSU.