How Restricted Stock Units Are Taxed in the UK

Restricted stock units are taxed as employment income when they vest, on the full market value of the shares on that date, through PAYE. What happens afterwards is a separate question governed by capital gains tax — and the gap between those two moments is where most of the avoidable cost sits.
RSUs have become a substantial part of senior pay in technology, banking and pharmaceuticals, often arriving in tranches large enough to reshape a tax year on their own. They are frequently misunderstood as an investment, when for tax purposes the vest is simply a large one-off payment of earnings that happens to be delivered in shares.
That distinction drives everything: the charge at vest, the interaction with the personal allowance taper, and the fact that any subsequent movement in the share price is a completely separate capital gains question.
GOV.UK sets out how employment-related shares are taxed: gov.uk/tax-employee-share-schemes.
In this article
Quick Summary
This may help you:
- You receive RSUs as part of a senior remuneration package
- A large tranche is due to vest this tax year
- Your income sits near or above £100,000
- You are holding vested shares and unsure of your position
Before deciding, check:
- Your total income including the vest value
- How your employer withholds tax at vest
- Your vest-date share price, which sets your CGT base cost
- Your remaining annual exempt amount
Part of the Tax Efficient Planning series
- How Restricted Stock Units Are Taxed in the UK
- The £100k Tax Trap Explained
- Adjusted Net Income Explained
- How Bonuses Can Push Income Above £100k
- Tax Relief on Pension Contributions Explained
What happens when RSUs vest
An RSU is a promise to deliver shares once conditions are met, usually continued employment over a vesting schedule. Before vesting you own nothing and there is nothing to tax.
At vest, the market value of the shares delivered is employment income. Income tax and National Insurance are due on the full value, and because the shares are typically readily convertible assets, your employer must operate PAYE. The vest value is added to your other earnings for the year, so a large tranche can move you through several tax bands at once.
For 2026/27 the rates for the rest of the UK are 20% between £12,571 and £50,270, 40% between £50,271 and £125,140, and 45% above £125,140.
Why sell-to-cover often withholds the wrong amount
Most employers operate sell-to-cover: enough shares are sold at vest to fund the tax and the balance is delivered.
The withholding is not always calculated at your true marginal rate. Where it is withheld at a flat rate below the rate you actually pay, the shortfall is yours to settle through Self Assessment — often many months later, on a bill nobody warned you about. The reverse also happens, with excess tax recoverable rather than refunded automatically.
Check what rate was applied rather than assuming the vest was settled in full.
The interaction with the £100,000 taper
This is where RSUs cause the most damage, because the vest value counts toward adjusted net income.
The personal allowance of £12,570 is reduced by £1 for every £2 of adjusted net income above £100,000, and is gone entirely at £125,140. A vest that carries income across that band therefore attracts an effective marginal rate far above the headline 40%, because the allowance is being withdrawn at the same time.
Our article on the £100,000 tax trap works through the arithmetic, and our article on adjusted net income explains precisely which items count — the figure that matters here, and not the same as salary.
This is distinct from a cash bonus in one important respect: a bonus can sometimes be deferred or sacrificed by agreement, while a vest date is fixed by the grant. Our article on bonuses pushing income above £100,000 covers the cash equivalent.
What happens after vesting
Once vested, the shares are simply shares you own. Your base cost for capital gains purposes is the market value at vest — the amount already taxed as income.
Sell immediately and there is usually little or no gain. Hold, and any growth above that base cost is a capital gain. For 2026/27 the annual exempt amount is £3,000, with gains on shares taxed at 18% within the basic rate band and 24% above it. Dividends received while holding are taxed at 10.75%, 35.75% or 39.35% depending on your band.
Holding is a decision, not a default. Continuing to hold employer shares concentrates your salary, your pension and your investments in one company — a risk our article on asset allocation covers.
Planning levers worth considering
A personal pension contribution reduces adjusted net income and can restore some or all of the tapered personal allowance, which is why vest years are often the years a larger contribution makes most sense. The annual allowance for 2026/27 is £60,000, subject to the taper above £200,000 threshold income and £260,000 adjusted income, and unused allowance from the previous three years may be available. Our articles on tax relief on pension contributions and the pension carry forward rule cover both.
Beyond that: spreading disposals across tax years to use more than one annual exempt amount, and transfers between spouses or civil partners, which are made on a no gain, no loss basis.
Common mistakes
Treating the vest as an investment gain rather than earnings. Assuming sell-to-cover settled the liability in full. Forgetting that the vest counts toward adjusted net income. Holding shares by inertia. And overlooking that shares from overseas employers may bring additional reporting obligations.
Key Considerations
| Factor | Why It Matters |
|---|---|
| Taxed at vest | Full market value on the vest date is employment income, not a capital gain. |
| PAYE and NI | Both apply at vest where shares are readily convertible assets. |
| Withholding rate | Sell-to-cover may withhold below your marginal rate, leaving a Self Assessment shortfall. |
| Personal allowance taper | Vest value counts toward adjusted net income; the allowance tapers away between £100,000 and £125,140. |
| CGT base cost | The vest-date value, so only growth after vesting is a capital gain. |
| Annual exempt amount | £3,000 for 2026/27; gains on shares taxed at 18% or 24%. |
| Concentration risk | Holding employer shares ties salary, pension and investments to one company. |
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Financial planning decisions depend on individual circumstances. If you would like clarity on how the topics discussed may apply to your situation, TrustEvo can connect you with a regulated financial adviser.
This article is provided for general information only and does not constitute financial advice. Financial decisions depend on individual circumstances and regulated financial advice may be appropriate in some situations.