How Do Rsus Work Pre IPO

How Do RSUs Work Pre-IPO?

RSUs, or Restricted Stock Units, are a form of compensation commonly used by companies to reward and retain employees. They are particularly prevalent in the tech industry, where startups often offer RSUs as part of their compensation packages. However, understanding how RSUs work, particularly before a company goes public, can be a complex task. In this article, we will explore the intricacies of RSUs pre-IPO, including how they are granted, taxed, and what happens to them post-IPO.

What are RSUs?

Restricted Stock Units, or RSUs, are a form of equity-based compensation that companies grant to employees. Unlike traditional stock options, RSUs do not represent actual shares of the company’s stock at the time of grant. Instead, they are a promise to deliver a certain number of shares in the future, subject to certain conditions.

How are RSUs granted pre-IPO?

Before a company goes public, it may still offer RSUs to its employees. These pre-IPO RSUs work similarly to post-IPO RSUs but come with some additional considerations. When a company grants pre-IPO RSUs, it typically sets a vesting schedule, which specifies the conditions an employee must meet to receive the shares.

The vesting schedule can vary widely, but it often spans several years, with a portion of the RSUs vesting on a yearly basis. For example, a company might grant an employee 1,000 RSUs with a four-year vesting schedule, meaning that 250 RSUs would vest each year. The employee must remain with the company until the end of the vesting period to receive all the shares.

How are pre-IPO RSUs taxed?

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Taxation of RSUs can be complex, and pre-IPO RSUs add an extra layer of complexity. Generally, RSUs are taxed as ordinary income when they vest. This means that the employee is taxed on the value of the shares they receive as if it were regular salary or wages. The employer typically withholds the necessary taxes from the employee’s paycheck.

However, pre-IPO RSUs pose a challenge when it comes to tax obligations. Since the shares are not yet tradable on the public market, their value can be difficult to determine. In such cases, the IRS allows companies to use a reasonable valuation method to calculate the taxable value of the RSUs. This valuation can be based on a variety of factors, such as recent funding rounds, comparable companies, or independent appraisals.

What happens to RSUs after an IPO?

Once a company goes public, the RSUs granted to employees typically convert into actual shares of the company’s stock. The conversion ratio is usually 1:1, meaning that each RSU becomes one share of stock. At this point, the employee can choose to sell the shares or hold onto them, just like any other stockholder.

It’s important to note that post-IPO RSUs also have a vesting period, although it is usually shorter than pre-IPO RSUs. This means that even after the company goes public, employees may still need to wait for a specified period before they can sell or transfer their shares.


Q: Are RSUs only available for executives?
A: No, RSUs can be granted to employees at various levels within a company, not just executives. They are often used to incentivize and retain key employees.

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Q: Can I sell my RSUs before the company goes public?
A: In most cases, pre-IPO RSUs are not tradable or transferable before the company goes public. However, post-IPO RSUs can be sold on the public market.

Q: What happens to my RSUs if I leave the company before they vest?
A: If you leave the company before your RSUs fully vest, you typically forfeit the shares that have not yet vested. However, some companies may have specific provisions for early departures, so it’s essential to review your RSU agreement.

Q: How are RSUs different from stock options?
A: RSUs and stock options are both forms of equity compensation but differ in how they are granted and taxed. RSUs guarantee the delivery of shares at a future date, while stock options grant the right to purchase shares at a predetermined price.

In conclusion, RSUs are a valuable tool for companies to reward and retain employees, even before they go public. Understanding the intricacies of RSUs pre-IPO, from how they are granted to their tax implications, can help employees navigate this form of compensation effectively.

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