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How to read your RSU agreement

RSUs look simpler than options — no strike price — but the agreement hides the two things that matter most: when they settle into shares and when you're taxed. Here's what to find and what it means.

What to find in an RSU grant

What to findWhy it matters
Number of units & vesting scheduleHow many shares you earn and when.
Single vs double-triggerDouble-trigger needs both time-vesting and a liquidity event (IPO) to settle — common at private companies.
Settlement dateWhen units become actual shares — and when the income tax lands.
Withholding methodUsually sell-to-cover or net shares; often under-withholds for high earners.
Transfer restrictions / lock-upWhether you can sell, and any post-IPO lock-up.
Treatment on leavingVested-but-unsettled units can be forfeited in some plans — check.

The clause that catches people out

At a private company, double-trigger RSUs don't become shares when they time-vest — they wait for an IPO or acquisition, then a backlog settles all at once, and the income tax lands with it. Find whether yours are single or double-trigger; it changes when (and whether) you owe tax, and what happens if you leave before the liquidity event.

Work out the tax before it lands

When RSUs settle they're taxed as ordinary income, and the standard withholding often falls short. The free RSU withholding-gap calculator estimates what you'll actually owe; the post-IPO playbook covers the sell-vs-hold decision.

Frequently asked questions

When am I taxed on RSUs?
When they settle into shares — which at a public company is usually at vest, and at a private company is often only after a liquidity event (IPO) for double-trigger grants. The value at settlement is taxed as ordinary income, whether or not you sell.
What's the difference between single and double-trigger RSUs?
Single-trigger RSUs settle on time-vesting alone. Double-trigger RSUs need two things — time-vesting AND a liquidity event such as an IPO — before they become shares. Private companies use double-trigger so employees aren't taxed on illiquid shares they can't sell.
Do I lose my RSUs if I leave before an IPO?
It depends on the grant. Unvested units are usually forfeited. For double-trigger RSUs, units that have time-vested but not yet settled (no liquidity event) can also be forfeited under some plans. Check the 'treatment on termination' clause.

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Read next

Double-trigger RSUs · RSUs after an IPO · RSU withholding calculator · Sell or hold RSUs?

Sources & further reading

Primary references: IRS, the US SEC / Investor.gov and gov.uk / HMRC, plus established market practice, cross-checked against our PTS Open Framework. General information, not advice — your own documents and local law govern your situation.

Educational information only — not financial, tax or legal advice, and not an offer to buy or sell any security. Your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.