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US RSU Tax Sell to Cover Calculator

Calculate shares sold to cover federal and state withholding taxes on equity vesting and quantify underwithholding tax gaps for tech employees.

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1How to Use US RSU Tax Sell to Cover Calculator

When Restricted Stock Units (RSUs) vest, they are treated as taxable ordinary income. Brokers automatically execute a "sell to cover" order, selling a portion of shares to satisfy withholding taxes.

  1. Step 1.Enter the total number of RSU shares vesting in this tranche.
  2. Step 2.Enter the fair market share price on the official vest date ($).
  3. Step 3.Enter broker federal withholding (default: 22%) and state tax rate.
  4. Step 4.Enter your true top federal tax bracket to reveal any underwithholding shortfall.

2Formulas, Methodology & Key Features

RSU Sell to Cover Mathematical Formula

The broker sells the minimum integer number of shares required to cover estimated statutory withholding taxes based on closing share price:

Gross Value = Shares Γ— Share Price Withheld $ = Gross Value Γ— (22% Fed + 7.65% FICA + State%) Shares Sold = Ceil(Withheld $ / Share Price) Tax Gap = (Gross Value Γ— True Bracket) - Withheld $

3RSU Vesting & Sell to Cover Matrix ($)

Shares VestingShare Price ($)Gross Value ($)Shares SoldNet Shares Delivered
100 shares$150 / share$15,00036 shares64 shares
250 shares$150 / share$37,50089 shares161 shares
500 shares$300 / share$150,000179 shares321 shares
1,000 shares$300 / share$300,000357 shares643 shares

?Frequently Asked Questions (FAQ)

Common questions answered about US RSU Tax Sell to Cover Calculator.

RSUs are taxed as ordinary compensation the moment they vest. Selling to cover is the standard automated method to pay IRS and state taxes without requiring out-of-pocket cash.