RSU income can appear on a W-2, while a later sale of the resulting shares appears on a 1099-B. Those are two reporting events, not necessarily the same income taxed twice. The key is to reconcile the shares sold with the compensation already recognized and the correct cost basis.
Identify the award and actual tax event
Restricted stock units (RSUs) are promises to deliver stock or cash; they are not the same as employee stock purchase plans or stock options. For a typical stock-settled award, the stock's value is included as compensation when transferred under the applicable rules. Vesting and delivery can coincide, but deferred or private-company arrangements require their own review.
Do not apply an option exercise price or an ESPP discount rule to an RSU. The IRS also distinguishes an RSU grant from an actual transfer of restricted property; an ordinary section 83(b) election cannot be made on the grant of an RSU itself.
Match payroll and brokerage records
| Document | What to match |
|---|---|
| W-2 and payroll equity detail | Compensation recognized and taxes withheld. |
| Vesting and settlement statement | Award type, transfer date, shares and value used by payroll. |
| Form 1099-B | Sale proceeds, date, reported basis and whether basis was reported to the IRS. |
| Broker supplemental statement | Adjusted basis information that may not appear in the 1099-B basis box. |
For ordinary stock-settled RSUs, basis generally reflects the value already included in compensation, plus any amount paid, subject to the actual award facts. A zero or missing broker basis does not automatically mean the shares had no tax basis. Conversely, do not increase basis by an amount you cannot tie to the shares sold.
Reconcile lot by lot
- Identify each vesting or settlement lot and the number of shares delivered.
- Match compensation to payroll and check shares withheld or sold for taxes.
- Match sold shares to the correct lot, sale proceeds and supported adjusted basis.
- Follow Form 8949 instructions for any necessary basis adjustment; treatment depends on what the broker reported.
- Review holding periods, remaining shares and state allocation if you worked in multiple locations.
Shares sold to cover withholding can still create a reportable sale. Shares withheld by the employer under a net-settlement arrangement need to be distinguished from broker sales. Do not invent a 1099-B transaction where no sale occurred.
RSU reporting questions
Does the 1099-B mean the W-2 is wrong?
Not necessarily. Compensation and a later capital transaction can both require reporting. Compare the documents before requesting corrections.
Can I accept a zero basis without checking?
Review payroll and supplemental brokerage records first. An unsupported zero can overstate gain, while an invented adjustment can understate it.
Is a same-day sale automatically unreportable?
No. A small gain or loss can still arise from sale price differences and fees. Check the actual transaction records.
Are cash-settled RSUs handled as a stock sale?
Not simply because they are called RSUs. If no stock was delivered and sold, the cash compensation arrangement needs its own reporting analysis.
Official sources
- IRS Publication 5992: restricted stock units
- IRS Publication 525: compensation and property
- IRS: Form 8949 instructions
Sources checked October 19, 2026. General information; application depends on the tax year and your circumstances.
Your next step
Call to discuss your situation and confirm the documents needed. (323) 364-5589