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How are Meta RSUs taxed at vesting and sale?

By Vaibhav Goel, registered financial advisor (SEC record) · Formerly a product director at DoorDash, ex-Google, ex-Microsoft · LinkedIn

Updated September 17, 2026

Twice, on two different things. The shares are wage income the day they vest, at that day’s price, and Meta withholds the tax in shares before the rest reach your account. Whatever the stock does afterward is a capital gain or loss when you sell. Holding for a year does not turn the original income into capital gains.

How the tax works

The IRS treats the vest as wage income and the later sale as a capital gain or loss against that basis.[11][13] With numbers:

Worked example / 100 shares

100 shares × $600

$60,000

Wage income the day it vests

Later sold at $660

$66,000

Sale proceeds before fees

$66,000 − $60,000

$6,000

Capital gain on that basis

Assumed prices for the arithmetic, not a forecast. Assumes all 100 shares are kept, and excludes withholding, fees, and basis adjustments.

What actually lands in your account

Meta’s agreement gives the committee five ways to collect the tax, and the one its 10-K shows at scale is share withholding: $18.40 billion of taxes paid on net share settlement of RSUs in 2025 alone.[2][1] The same 100 RSUs, followed through:

  1. 01

    100 RSUs vest

    $60,000 of wages at $600 a share, on your W-2.

  2. 02

    22 shares withheld

    If the flat 22% federal supplemental rate applies: $13,200. State income tax and payroll taxes take more on top.

  3. 03

    78 shares before other withholding

    Fewer arrive after state and payroll taxes. Each one you keep carries a $600 basis.

  4. 04

    You may still owe

    At a 35% or 37% bracket, 22% was a deposit, not the bill.

Illustration at the flat federal supplemental rate only, an optional method that applies up to $1 million of supplemental wages in a year, assuming the shares settle on the vest date; the agreement allows up to 30 days, and the value on your paystub is the one that counts.[12] The shares Meta withholds depend on the statutory rates where you work, and the agreement caps share withholding at the maximum statutory amount.[2]

Before a large vest: take your year-to-date paystub, expected remaining compensation, withholding elections, and last year’s return to whoever does your taxes. Raising payroll withholding on salary is usually easier than an estimated payment later.

Following the shares through your paperwork

  1. Award statement

    The grant, units settled, price used, shares withheld, and shares delivered. One per vest; keep them all.

  2. Paystub and W-2

    The vest is in Box 1 wages and the withheld shares are in the tax boxes, already run through payroll. Any dividend equivalent paid with the vest shows up here too, not on a dividend statement.

  3. 1099-B and supplement

    Sale proceeds and the broker’s basis. Brokers may not add compensation income to the basis they report on awards granted after 2013, so the reported basis is often low or zero.

  4. Form 8949

    Where that basis is corrected with the supplement, so the $60,000 you were taxed on at vest is not taxed again as gain.

The broker basis rule is in the 1099-B and Form 8949 instructions.[22][25]

Two things specific to Meta

  • The withholding method is Meta’s choice, not yours. Cash from you, withholding from wages, withholding shares, withholding from the proceeds of a sale the company arranges, or another arrangement it approves — all at the committee’s direction.[2] Which one applies to your vest determines whether cash ever passes through your hands.
  • Dividend equivalents arrive with the vest. The cash on an unvested RSU is settled within 60 days of the vest it attaches to, under the award, not as a dividend on stock you owned.[2] Compensation is taxed when you receive it, so check how the paystub reported it before assuming dividend treatment.[11]
Sources for this section

A common question

Does waiting a year to sell eliminate the income tax on RSUs?

No. The share value is wage income the day it vests. Holding longer only changes how the gain or loss after that day is treated, not the original income.

Connect this to your wider plan

Back to the Meta financial planning guide

Meet your financial advisor

Simple Money Advisors LLC is a California state-registered investment adviser.

Vaibhav Goel, Registered financial advisor at Simple Money

Vaibhav Goel

Co-founder of Simple Money · Registered financial advisor · SEC record

Investment adviser representative, registered with the State of California.

Vaibhav spent fifteen years building products at Google, DoorDash and Microsoft before becoming a licensed advisor. He works with people in tech on the whole picture, equity, taxes, investments and cash flow, as one plan rather than four.

Vaibhav Goel on LinkedIn

A complimentary conversation about your goals and whether our services are the right fit. No obligation.

Sources & editorial approach

Sources checked September 17, 2026. Company filings and government guidance support this guide. Each source identifies its period and scope; calendar and household examples are labeled as illustrations.

  1. [1] Meta: 2025 Form 10-K

    Filed January 29, 2026 for the year ended December 31, 2025. Cover page identity, share classes, dividend and repurchase history, RSU activity and share-based compensation in Note 12, the four-year vesting statement in Note 1, and worldwide headcount in Item 1.

  2. [2] Meta: form of Restricted Stock Unit Award Agreement

    Exhibit 10.2 to the Form 10-Q filed July 31, 2025, under the 2025 Equity Incentive Plan. Sections 1–6 cover settlement, dividend equivalents, transferability, forfeiture and tax withholding; the Jurisdiction-Specific Addendum carries country terms. The applicable individual award and its Notice govern.

  3. [11] IRS Publication 525: taxable and nontaxable income

    Federal treatment of compensation and restricted property; currently the 2025 publication.

  4. [12] IRS Publication 15 (2026): supplemental wages

    Federal payroll withholding methods, including the optional supplemental-wage rate.

  5. [13] IRS Topic 409: capital gains and losses

    Basis, holding periods, and treatment of gains and losses on sale.

  6. [22] IRS: 2026 Form 1099-B instructions

    Broker reporting rules, including limits on adding compensation income to reported basis.

  7. [25] IRS: Form 8949 instructions

    Reporting sales and reconciling basis adjustments with broker information.

Report a correction

General education for US employees, not personalized investment, tax, or legal advice. Your current award and benefit documents govern your individual terms. Simple Money is independent of Meta Platforms, Inc. and is not endorsed by it.