RSU Sell-to-Cover Withholding Calculator

Quickly determine how many restricted stock units must be sold to satisfy withholding. Enter the share count vesting, share price, and combined tax percentage to see the sale size, cash remitted, and net shares you keep. Optional inputs capture brokerage fees and employer withholding floors so you can flag any shortfall or excess cash returned.

Number of RSU shares releasing this tranche.
Closing or fair market value used for withholding.
Federal, state, and payroll percentage applied to the taxable value.
Optional. Flat fee deducted from sell-to-cover proceeds.
Optional. Use if your employer enforces a higher mandatory withholding floor.

Tax treatment varies by jurisdiction. Confirm withholding requirements with your employer, plan administrator, and tax advisor before executing trades.

Examples

  • 1,250 shares, $42.75 price, 37% withholding, $12.95 fee ⇒ Total taxable value $53,437.50 USD • Shares sold to cover 463 ($19,793.25 USD) • Brokerage fee deducted $12.95 USD • Tax remitted from sale proceeds $19,772.88 USD (effective withholding 37.00%) • Net shares delivered 787 • Cash returned after taxes $7.43 USD.
  • 850 shares, $118.20 price, 22% withholding, minimum floor 30% ⇒ Total taxable value $100,470.00 USD • Shares sold to cover 256 ($30,259.20 USD) • Brokerage fee deducted $0.00 USD • Tax remitted from sale proceeds $30,141.00 USD (effective withholding 30.00%) • Net shares delivered 594 • Cash returned after taxes $118.20 USD.

FAQ

Can I account for state and local taxes separately?

Combine all expected payroll, federal, state, and local rates into the withholding percentage so the sale covers the entire tax obligation.

What if my plan rounds up to the nearest whole share?

The calculator already rounds up to the next whole share, which mirrors most broker sell-to-cover instructions.

How do I model cash exercise instead of sell-to-cover?

Set shares sold to zero by entering a 0% withholding rate and model the tax payment separately using cash reserves.

Does this include broker commissions on net shares?

No. The optional fee input only applies to the sell-to-cover transaction. Track trading costs on retained shares separately if you plan to liquidate them later.

Additional Information

  • Sell-to-cover assumes shares are liquidated immediately at the vest price; subsequent price moves are ignored.
  • If the plan enforces a mandatory minimum withholding higher than your estimate, use the optional floor input so the calculator sells enough shares to satisfy plan rules.
  • Any shortfall indicates additional payroll withholding or personal cash will be required to cover taxes at filing time.

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