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RSU vs NSO: All Major Differences and Tax Implications Explained


Employee stock compensation plays a vital role in attracting and retaining talent in today’s competitive job market. 

Among the various types of stock options, Restricted Stock Units (RSUs) and Non-Qualified Stock Options (NSOs) are commonly used by companies to incentivize their employees. 

In this comprehensive guide about RSU vs NSO, we will delve into the key differences between RSUs and NSOs, exploring their structures, tax implications, vesting periods, and more. 

By the end, you’ll be equipped with the knowledge to make informed decisions regarding your stock-based compensation.

What Are RSUs & NSOs?

Employee stock compensation is a tool used by companies to attract and retain talent. 

Two commonly used types of stock compensation are Restricted Stock Units (RSUs) and Non-Qualified Stock Options (NSOs).

Restricted Stock Units (RSUs) are contractual rights granted by an employer to an employee, representing a specific number of shares of company stock. 

Unlike stock options, RSUs do not provide employees with the ability to buy company stock at a predetermined price. Instead, RSUs typically entitle employees to receive the company’s stock after a specified vesting period.

Non-Qualified Stock Options (NSOs), also known as non-statutory stock options, allow employees to purchase company stock at a predetermined price (the exercise or grant price) within a specific exercise period. 

NSOs provide employees with the option to buy company stock but do not guarantee ownership like RSUs.


RSU vs NSO: All The Key Differences Discussed

Structure and Granting

RSUs are often granted to employees as part of a compensation package or as a reward for achieving specific performance goals. 

When employees are granted RSUs, they do not have to pay for the shares upfront. Instead, they receive the right to receive the company’s stock after a specified vesting period. 

Once the RSUs vest, employees receive the shares outright.

NSOs are typically granted to employees with a strike price (also called the grant price or exercise price) set at the time of the grant. 

Employees can choose to exercise their NSOs by purchasing the company’s stock at the strike price. 

NSOs come with an exercise period, which is the specified timeframe within which employees can exercise their options.

Tax Implications

RSUs are taxed as ordinary income at the time of vesting. The fair market value of the shares received is included in the employee’s gross income and subject to income tax, Social Security tax, and Medicare tax.

The taxation of NSOs varies and depends on when the options are exercised, the fair market value of the stock, and the employee’s holding period. 

Upon exercise, the difference between the fair market value and the exercise price is treated as ordinary income, possibly subject to the Alternative Minimum Tax (AMT).

Vesting and Exercise Periods

Vesting periods for RSUs are typically time-based. Common vesting periods include three to five years, although some companies use shorter or longer durations. 

During the vesting period, employees gradually accumulate ownership rights, and once the RSUs fully vest, they receive the shares outright. 

Vesting may occur on a cliff basis (employees become fully vested at a predetermined date) or on a graded basis (employees vest a portion of the RSUs at specific intervals).

NSOs often have both vesting and exercise periods. 

The vesting period determines when employees have the right to exercise their options, and the exercise period dictates the time frame during which options can be exercised. 

The exercise periods for NSOs are determined by the employer and can range from a few months to several years after the vesting period begins. 

Employees have the flexibility to choose when to exercise their options within the exercise period.

Cash vs. Equity Compensation

RSUs are primarily equity-based compensation, meaning employees receive shares of company stock. 

NSOs, on the other hand, can be considered a mix of cash and equity compensation since employees have the option to purchase company stock at a predetermined price.


RSUs – Advantages and Disadvantages


  • Immediate ownership: RSUs provide employees with immediate ownership of the company’s stock after vesting.
  • Dividend rights: RSU holders may be eligible to receive dividends on their vested shares.
  • Alignment with company performance: RSUs tie employees’ interests to the company’s overall performance.


  • Tax implications: RSUs are subject to income tax at the time of vesting, potentially resulting in a significant tax burden.
  • Lack of control: RSU holders do not have voting rights until the shares are fully vested.
  • Price volatility: Unlike NSOs, RSUs do not have a strike price, exposing employees to fluctuations in the stock’s market value.

NSOs – Advantages and Disadvantages


  • Potential for lower taxes: NSOs offer the possibility of paying lower taxes if the employee exercises and holds the options long enough to qualify for long-term capital gains tax rates.
  • Flexibility: NSOs provide employees with the choice to exercise and purchase company stock at their discretion.
  • Potential financial upside: If the company’s stock price increases significantly, NSOs give employees the opportunity to profit.


  • Taxation when exercised: NSOs come with potential immediate tax obligations upon exercise, potentially creating a financial burden.
  • Market risks: NSOs expose employees to market fluctuations, where stock prices could decline, resulting in the options being either out of the money, or in the money but having no real value.
  • Expiration risk: If not exercised within the specified exercise period, NSOs expire, rendering them worthless.


Considerations for Choosing RSUs or NSOs

Financial Goals

If the primary objective is to have ownership in the company and potentially benefit from long-term stock price appreciation, RSUs may be more suitable. 

Conversely, if the goal is to have more flexibility to buy company stock at a specific price and potentially benefit from short-to-medium-term stock price increases, NSOs may be a better fit.

Risk Appetite

RSUs provide a more predictable outcome since they guarantee stock ownership after vesting. 

NSOs, on the other hand, come with market risks, as their value depends on the future performance of the company’s stock. 

Employees with a higher risk appetite and confidence in the company’s growth prospects may find NSOs more appealing.

Job Stability and Career Growth

RSUs provide immediate ownership and are advantageous in situations where long-term employment with the company is uncertain. 

Even if employment ends before RSUs fully vest, employees typically retain the vested shares. 

NSOs may be riskier if there is a possibility of job loss before exercising the options, as unexercised NSOs may expire worthless.

If an individual expects frequent career changes or is exploring opportunities with other companies, NSOs may offer more flexibility. 

The ability to exercise and purchase stock at a predetermined price can be beneficial when transitioning to new employment. 

In contrast, RSUs may be less attractive in these situations since they do not offer the same flexibility.

Tax Planning Strategies

Navigating the tax implications of RSUs and NSOs can be complex. Seeking advice from a tax professional will help in 2devising effective tax planning strategies:

Tax Advisor Consultation

It is crucial to consult with a tax advisor or financial planner who specializes in stock compensation to understand the tax consequences of RSUs and NSOs. 

They can help optimize the tax impact based on individual circumstances, exercise timings, and potential tax credits.

Strategic Exercise Timing

Timing the exercise of NSOs strategically can help minimize the tax burden and leverage potential long-term capital gains tax rates. 

A tax advisor can analyze individual circumstances and financial goals to determine the most tax-efficient exercise strategy.

AMT Considerations

The potential for the Alternative Minimum Tax (AMT) to apply to NSOs should be considered. 

AMT planning strategies, such as timing the exercise of NSOs to reduce AMT liability or utilizing AMT credit in future tax years, can be explored with the guidance of a tax professional.

RSU Tax Planning

Understanding the implications of RSU taxation, particularly when shares are sold, can help individuals plan for potential tax liabilities and optimize their overall financial strategy.

financial strategy

Frequently Asked Questions

Are NSOs better than RSUs?

RSUs and NSOs have their advantages and disadvantages, and the better option depends on individual circumstances, financial goals, and risk appetite.

What is an ISO?

ISOs (Incentive Stock Options) are another type of stock option that provides potential tax advantages, primarily used by qualified employees in specific circumstances.

Is it better to choose stock options or RSUs?

The answer depends on various factors, such as individual financial goals, risk tolerance, and the specific terms and conditions of the stock options or RSUs being offered.

What is the difference between NSO and stock options?

NSOs are a particular type of stock option, allowing employees to purchase company stock at a predetermined price within a specific exercise period. 

The term “stock options” is a broader concept that encompasses various types of options, including NSOs.


RSUs and NSOs are popular forms of employee stock compensation, each with its own unique characteristics and tax implications. 

Understanding RSUs and NSOs is crucial for employees seeking to maximize the benefits and mitigate potential risks. 

By considering factors such as financial goals, risk appetite, and tax planning strategies, employees can make informed decisions that align with their individual circumstances. 

Remember to consult with a financial advisor or tax professional to ensure the suitability of your stock compensation choices.