A 1,000-share restricted stock unit vest at $85 per share produces $85,000 of ordinary income — and a California top-bracket employee keeps roughly $41,000 of it after federal, state, and FICA withholding. That is a 48% retention rate on money the W-2 already counts as fully earned. The headline number on the vest confirmation and the number that lands in a brokerage account are separated by a tax wedge that most equity-comp coverage treats as a footnote.
The wedge is the whole story. Restricted stock units (RSUs) are taxed as ordinary income at vest under IRS Publication 525, valued at fair market value on the vest date multiplied by shares delivered. There is no preferential rate, no deferral, no holding-period reward at the vest event itself. What varies — by tens of thousands of dollars on a six-figure grant — is the stack of rates that hits that income, and the gap between what an employer withholds and what the IRS and a state revenue agency ultimately demand.
This analysis models federal, state, and FICA tax on RSU vesting income for single filers using 2025 and 2026 tax-year figures as published by the IRS (Revenue Procedure 2024-40 for 2025; IR-2025-103 / Revenue Procedure 2025-32 for 2026), the Social Security Administration, and the California Franchise Tax Board and New York Department of Taxation and Finance. Figures are marginal rates applied to incremental vest income for an employee already earning above $150,000; effective rates on a full return differ. State examples use California and New York and are not exhaustive — residents of no-income-tax states face only the federal and FICA layers. Capital gains treatment after vest, AMT, and option exercises are outside this article’s scope. Nothing here is individualized tax advice.
RSU net yield at a glance
The figures below assume a high-earning single filer whose RSU vest income stacks on top of existing salary already in the top marginal brackets, so each incremental dollar of vest income is taxed at the top rate shown.
| Component | Rate / figure | Source |
|---|---|---|
| Top federal ordinary income rate | 37% | IRS, 2025 |
| Federal supplemental withholding (≤ $1M) | 22% | IRS Pub. 15, 2025 |
| Medicare + Additional Medicare (above $200k) | 2.35% | IRS / SSA, 2025 |
| California top marginal rate | 13.3% | CA FTB, 2025 |
| Finluxy Equity After-Tax Yield (CA top-bracket RSU) | 48.3% | Finluxy model |
Sources: IRS Revenue Procedure 2024-40 and Publication 15 (2025); Social Security Administration 2025 wage base; California Franchise Tax Board 2025 rate schedule. Finluxy Equity After-Tax Yield calculated per cluster methodology.
The four layers stacked on a vest
RSU income passes through four distinct tax mechanisms, and they do not share a base or a cap. Treating them as one blended “tax rate” is where most planning goes wrong. Each layer applies its own rule to the same fair-market-value figure.
Federal ordinary income
The vest amount enters Box 1 of the W-2 as ordinary income — the same line as salary, distinct from the long-term capital gains that may follow if shares are held after vest. For 2025, the 37% top federal rate applied to single-filer taxable income above $626,350; for 2026 that threshold rose to $640,600, per the IRS inflation adjustments released in IR-2025-103. The 35% bracket begins at $256,225 single for 2026 and the 32% bracket at $201,775. An employee earning $300,000 in salary before any vest is already in the 35% bracket, so an incremental $100,000 RSU vest is taxed federally at 35% climbing into 37% — not at the 22% an employer typically withholds. That single mismatch drives most April surprises, and it is the mechanism behind the RSU sell-versus-hold decision that follows every vest.
The supplemental withholding gap
Here is the structural flaw. Employers withhold federal tax on RSU vests at the IRS flat supplemental rate — 22% on the first $1 million of supplemental wages in a calendar year, 37% on anything above $1 million, under Publication 15. The rate does not adjust to the employee’s actual bracket. A worker whose marginal rate is 35% but whose vest is withheld at 22% is under-withheld by 13 points on every dollar. On a $200,000 vest, that is a $26,000 shortfall the employee owes at filing, even though nothing was hidden. The equity compensation tax framework for high earners treats this gap as the default condition, not the exception.
FICA: the layer with no bracket
RSU income is wages, so it carries Social Security and Medicare tax. Social Security runs 6.2% but stops at the wage base — $176,100 for 2025, rising to $184,500 for 2026 per the SSA. A $150k+ employee has usually crossed that ceiling on salary alone before the first vest, so most vest income escapes the 6.2%. Medicare does not stop. The 1.45% rate applies to every dollar with no cap, and the Additional Medicare Tax adds 0.9% on wages above $200,000 for single filers, bringing the rate on top-tier vest income to 2.35%. Employers withhold that 0.9% once an employee’s wages cross $200,000 regardless of filing status. The Medicare layer is small per dollar but unavoidable, and it compounds the state and federal stack.
State income tax
This is the layer that splits otherwise-identical employees by hundreds of basis points. California taxes RSU income at its full ordinary rate, topping out at 13.3% on taxable income above $1 million — nine progressive brackets plus the 1% Behavioral Health Services surcharge (formerly the Mental Health Services Act tax), per the FTB. A $150k+ single filer below the millionaire threshold typically sits in California’s 9.3% or 10.3% bracket on incremental vest income, climbing toward the top as vests stack. California also layers State Disability Insurance — 1.2% on all wages with no cap in 2025, rising to 1.3% in 2026 — onto the wage base, a detail the headline 13.3% rate omits. The mechanics behind California’s heavy RSU tax burden sit almost entirely in this uncapped, no-preference structure.
New York reaches a 6.85% marginal bracket for single filers around $215,400 of taxable income and climbs to 10.9% at the very top, per the state Department of Taxation and Finance. A New York City resident adds up to 3.876% in city tax, producing a combined state-and-city marginal burden that can exceed 14% before a dollar of federal tax applies. Texas, Florida, Washington, and Nevada impose no state income tax at all — a fact that turns the tax cost of an IPO equity award into a relocation question for some employees.
Finluxy Equity After-Tax Yield by state
The Finluxy Equity After-Tax Yield expresses net after-tax proceeds from an equity event as a percentage of pre-tax fair market value at the event date: yield = (FMV − total taxes paid) ÷ FMV × 100. It collapses the four-layer stack into a single retention figure. The model below runs a 1,000-share vest at $85 fair market value — $85,000 of ordinary income — for a single filer already in the top federal bracket, so federal tax applies at 37%, Medicare at 2.35% (the employee is past the Social Security wage base), and state tax at each jurisdiction’s top marginal rate.
| State | Federal (37%) | Medicare (2.35%) | State tax | Total tax | Net proceeds | Finluxy Equity After-Tax Yield |
|---|---|---|---|---|---|---|
| California (13.3% + 1.2% SDI) | $31,450 | $1,998 | $12,325 | $45,773 | $39,227 | 46.1% |
| California (13.3%, SDI excluded) | $31,450 | $1,998 | $11,305 | $44,753 | $40,247 | 47.4% |
| New York (10.9%) | $31,450 | $1,998 | $9,265 | $42,713 | $42,287 | 49.7% |
| New York City (10.9% + 3.876%) | $31,450 | $1,998 | $12,560 | $46,008 | $38,992 | 45.9% |
| No-tax state (TX/FL/WA) | $31,450 | $1,998 | $0 | $33,448 | $51,552 | 60.7% |
Sources: IRS 2025 top rate (Rev. Proc. 2024-40); IRS/SSA Medicare and Additional Medicare rates 2025; California Franchise Tax Board 2025 (13.3% top marginal rate plus 1.2% uncapped SDI); New York Department of Taxation and Finance 2025; NYC personal income tax top rate. Model assumes employee has exceeded the Social Security wage base, so 6.2% is excluded. Medicare shown at 2.35% (1.45% base plus 0.9% Additional Medicare on wages above $200,000).
The spread is the finding. The same $85,000 vest retains 60.7% in Texas and 45.9% in New York City — a 14.8-point swing, or roughly $12,560 on one vest, driven entirely by the state-and-local layer. For an employee receiving $400,000 in annual vests, the state layer alone separates a California or NYC resident from a Texas resident by more than $50,000 a year in after-tax proceeds.
What the standard coverage misses
Most RSU tax explainers stop at “RSUs are taxed as ordinary income, and your withholding may be too low.” True, and incomplete. The detail that changes planning is that the Social Security wage base does the high earner a quiet favor the explainers rarely model.
Because Social Security tax stops at $176,100 (2025), a $150k+ employee has almost always exhausted the 6.2% on salary before any RSU vests. That means incremental vest income escapes the single largest FICA component entirely — the Medicare layer on vest income is 2.35%, not the 7.65% combined FICA rate that lower-income wage analysis assumes. The counterintuitive result: on the FICA axis alone, the marginal tax treatment of an RSU vest is *lighter* for a $400,000 earner than the headline 7.65% FICA figure implies, because the heaviest piece is already capped out. The burden that grows with income is the state and federal ordinary-rate stack — not FICA. Coverage that lumps “FICA” in as a flat 7.65% on vest income overstates the FICA hit on exactly the population most likely to hold large grants.
Methodology
Every rate and threshold in this article was verified against primary sources before drafting rather than recalled. Federal ordinary-income rates and bracket thresholds come from IRS Revenue Procedure 2024-40 (2025 tax year) and the IRS inflation adjustments in IR-2025-103 and Revenue Procedure 2025-32 (2026 tax year). Supplemental withholding rates (22% / 37%) come from IRS Publication 15. The RSU ordinary-income-at-vest treatment follows IRS Publication 525 and Internal Revenue Code §83. FICA figures — the 6.2% Social Security rate, the $176,100 (2025) and $184,500 (2026) wage bases, the 1.45% Medicare rate, and the 0.9% Additional Medicare Tax above $200,000 — come from the Social Security Administration and IRS Topic No. 560. State figures come directly from the California Franchise Tax Board and New York Department of Taxation and Finance 2025 schedules.
The Finluxy Equity After-Tax Yield is computed as (fair market value at vest − total federal, state, and Medicare tax) ÷ fair market value × 100, applied to a 1,000-share vest at $85 FMV for a single filer assumed to be above both the Social Security wage base and the top federal bracket threshold. Where I ran multiple-state comparisons, I applied each state’s top marginal rate to incremental vest income; an employee below a state’s top bracket would retain more than the figures shown. State supplemental withholding rules differ from the marginal rates modeled and are noted where relevant.
What this means for a $150k+ household
For households at this income level, the RSU vest is not a windfall to spend — it is income that arrives roughly 25 to 40 percent over-withheld or under-withheld depending on the layer, and the variance is the planning problem. The decisions worth making are concrete.
First, close the withholding gap deliberately. If salary already places the household in the 32%, 35%, or 37% federal bracket, the 22% supplemental withholding on vests is structurally short by 10 to 15 points. Covering that through additional estimated payments or extra W-2 withholding avoids both the April bill and the underpayment penalty — meeting the safe harbor of 110% of prior-year liability for high earners is the relevant threshold. Second, recognize that the sell-versus-hold question is separate from the tax already paid. Tax on the vest is settled at fair market value regardless; what remains is an investment decision about concentration risk, and holding to chase long-term capital gains exposes the position to the timed-sale mechanics of a 10b5-1 plan for insiders.
Third, the state layer is the largest single lever a household can actually pull. A California or NYC resident retains roughly 46% of a top-bracket vest; the same vest in a no-tax state retains 61%. For an employee with multi-year vesting schedules and the flexibility to establish residency elsewhere, the state decision compounds into six figures over a typical four-year grant — though state sourcing rules can claw back tax on income attributable to work performed before a move, which makes the timing of relocation relative to vest dates the detail that determines whether the savings are real. The contrast with option-based equity matters here too: an employee weighing a grant should understand how the tax cost of ISOs versus NSOs diverges from RSU treatment before assuming all equity carries the same burden, and those holding incentive options face a separate AMT exposure at exercise that RSUs never trigger. The full net yield breakdown across all taxes is where the numbers live for anyone modeling a specific grant.
Frequently asked questions
Why does my RSU vest get withheld at 22% when my tax bracket is 35%?
The IRS sets a flat supplemental withholding rate of 22% on the first $1 million of supplemental wages per calendar year, under Publication 15, and that rate does not adjust to your actual marginal bracket. If your salary already places you in the 35% federal bracket, the vest is taxed at 35% on your return but withheld at only 22%, creating a 13-point shortfall you owe at filing.
Do I pay the full 7.65% FICA on RSU income?
Usually not, if you earn above $150,000. Social Security tax (6.2%) stops at the wage base — $176,100 in 2025 — which most high earners exhaust on salary before any vest. Incremental vest income therefore typically carries only the 1.45% Medicare rate plus the 0.9% Additional Medicare Tax above $200,000, for 2.35%, not the full 7.65%.
Is the tax on an RSU vest the same as capital gains tax?
No. The vest itself is ordinary income, taxed at your full marginal rate with no holding-period preference, per IRS Publication 525. Only gains after the vest date — the difference between the sale price and the fair market value at vest, which becomes your cost basis — qualify for capital gains treatment, and only long-term rates if held more than a year.
How much does living in California versus a no-tax state cost me on RSUs?
On an $85,000 vest at top marginal rates, the Finluxy Equity After-Tax Yield model shows a California resident retaining about 46.1% versus 60.7% in Texas, Florida, or Washington — roughly $12,300 more tax on a single vest. Across multi-year vesting, the gap reaches six figures. State sourcing rules may still tax income tied to work performed in the higher-tax state, so a move’s timing matters.
Sources & References
- IRS Publication 525 — taxable and nontaxable income, including equity compensation treatment
- IRS IR-2025-103 — 2026 tax-year inflation adjustments and top marginal rate thresholds
- IRS Publication 15 (Circular E) — supplemental wage withholding rates
- IRS Topic No. 560 — Additional Medicare Tax
- Social Security Administration — contribution and benefit (wage) base
- California Franchise Tax Board — 2025 income tax rate schedules and SDI
- New York Department of Taxation and Finance — 2025 tax tables and rates
- Tax Foundation — 2025 state income tax rates and brackets (contextual)
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