RSU - vested and reported as income in W2 Box 1, should it also show in Box 12 V (same as stock option)?

My employer put it in Box 12V, is it correct?

2 Answers 2


Code V is explicitly for stock options, not vested RSUs. From the IRS:

Code V—Income from the exercise of nonstatutory stock option(s).

Show the spread (that is, the fair market value of stock over the exercise price of option(s) granted to your employee with respect to that stock) from your employee's (or former employee's) exercise of nonstatutory stock option(s). Include this amount in boxes 1, 3 (up to the social security wage base), and 5. Include this amount in box 14 if you are a railroad employer.

This reporting requirement does not apply to the exercise of a statutory stock option, or the sale or disposition of stock acquired pursuant to the exercise of a statutory stock option. For more information about the taxability of employee stock options, see Pub. 15-B.

So vested RSUs (since they are shares of stock, not options on stock) would not show up there.


this is subject to how the settlement was agreed.

If you have received cash as a settlement for all your RSUs than the employer will report this on W2 form. I am wondering why did employer add RSUs on the W2.

If these RSUs were settled in form of stock than the employers broker should issue you a 1099-B statement.

Again, if the settlement involved any equity transaction on market then the employer should not report it on W2 form.

would be great if get more details on the transaction to add more precise answer.

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