RSU Sell-to-Cover Calculator
Model sell-to-cover mechanics — shares sold for withholding, shares delivered net, and cash you may still need.
Your employer sells shares at vest to cover taxes and you want to know net shares delivered — and whether withholding may still fall short of your real tax rate.
Gather before you start
- confirmation: gross shares, , rate.
- Expected share price on .
- Salary context if checking gap separately.
Plan rounding and gross-up policies vary by employer.
In plain terms
Planning estimate
Rough estimate for planning, not a filing number. Check your pay stubs, W-2, and a tax pro before you rely on it.
We do not pre-fill personal financial values. Estimates appear only after you enter your own numbers.
Enter your details to estimate
Add your equity, income, state, and withholding details to see an educational estimate. No personal financial values are pre-filled.
Start with the fields below.
Your details
Enter your own numbers below. This is an estimate, not a filing position.
Required to estimate
Required to estimate
Calculators pull rates from our tax-year files. For the most complete defaults, use 2025. Unloaded years ask you to enter rates yourself.
Used for federal tax brackets and Medicare thresholds.
State tax uses a simplified flat effective rate when loaded. See calculator methodology for how state estimates work.
Expected W-2 salary for the year, before RSU vests. Improves the marginal-rate estimate.
Other ordinary wages expected this year.
Employers often use the IRS supplemental rate for RSU vests under $1M. Adjust if yours differs.
Default estimate for your state (2025): 10.2%. Edit if your employer uses a different rate.
Wages subject to Social Security so far. RSU vests count toward the wage base. Leave blank if unsure.
Results will appear here once you enter the required details on the left.
Related guides
- Sell-to-Cover Shares Explained
Sell-to-cover is your employer selling part of your vest to pay withholding — you receive the rest.
- Same-Day Sale vs Sell-to-Cover
Both methods sell shares around vest, but who initiates the sale and how proceeds flow can differ.
- Why Do I Owe Taxes After Sell-to-Cover?
Your employer may sell fewer shares than your total tax, or use rates that do not match your bracket.
- RSU Withholding Gap Calculator
Focus on the gap between what your employer withholds on RSU vests and what you may owe when everything is reconciled.
How the tax works
is a mechanism — shares are sold to remit tax, not an optional sale you control.
Flat supplemental may leave a gap vs marginal tax.
Net shares delivered are gross minus shares sold for (often rounded up).
What to check on your end
- Shares sold for vs net shares received.
- Estimated tax vs estimated on the .
- Cash you may still need if rates were too low.
- Pay stub and confirmation after the event.
Assuming sell-to-cover paid all tax
What to pull from your files
- confirmation: shares sold, net delivery.
- Pay stub after .
- Brokerage delivery notice.
Example scenario (hypothetical)
Illustration only, not your tax situation.
Questions people ask
- Why do I still owe tax after sell-to-cover?
- rates on the may be lower than your marginal bracket. remits those withheld amounts — it does not recalculate your annual tax.
- Sell-to-cover vs net proceeds calculator?
- This tool focuses on shares sold for . Net proceeds adds after-tax economic value — use both for a full picture.
When a CPA is worth it
- Multiple vests with in one year.
- You sold additional shares after .
Sources and notes
Primary tax claims on this page are supported by the official and secondary sources below. Broker and software links describe reporting mechanics — confirm rules against IRS or state guidance.
Sell-to-cover withholding vs estimated total tax on vest income.
- IRS Publication 15 (Circular E) — Supplemental wages
Internal Revenue Service · Official
Section 7 describes supplemental wage withholding, including the optional 22% flat rate and 37% rate above $1 million of supplemental wages in a calendar year.
- Equity Compensation — RSU taxation at vest and on sale
Charles Schwab (Workplace Financial Services) · Brokerage explainer
Plain-language explainer: RSU value at vest on W-2, FICA, withholding may not cover full tax, separate capital gains on sale.
Related calculators
- RSU Withholding Gap Calculator
Focus on the gap between what your employer withholds on RSU vests and what you may owe when everything is reconciled.
- RSU Net Proceeds Calculator
See estimated net shares and cash after taxes and withholding — useful for budgeting around vest dates.
- RSU Tax Calculator
Model federal and state taxes on your RSU vest, compare withholding to estimated tax, and see what you may keep.
Related pages
- Why Do I Owe Taxes After Sell-to-Cover?
Your employer may sell fewer shares than your total tax, or use rates that do not match your bracket.
- Sell-to-Cover Shares Explained
Sell-to-cover is your employer selling part of your vest to pay withholding — you receive the rest.
- RSU Withholding vs Actual Tax
Why flat supplemental withholding on RSU vests often differs from your actual tax when salary, bonus, and vests stack in one year.
For learning, not filing
VestingTax.com is not a CPA firm or tax preparer. Grants, employers, and states all differ. Use the cited IRS and state sources above, your own documents, and a qualified tax professional before you make decisions from this guide.