Stock Options vs RSU: Important 90-Day Rule and Negotiation Tips Before Changing Jobs - Irvine - 1

These days, I often receive inquiries about job changes from people around me. Conversations about salary are quick to wrap up, but there's always a sticking point. It's equity, specifically stock options and RSUs.

"The offered salary is higher, but I feel bad about the RSUs I have left at my current company." This is the most common statement I hear. You can't solve this dilemma by intuition alone. It needs to be organized with numbers and rules.

First, let's clarify the basics. RSUs are structured so that you receive shares after a certain period. Stock options give you the right to purchase shares at a predetermined price, known as the strike price.

On the vesting date, the market value of RSUs is counted as income. It's taxed as ordinary income, just like your salary.

Many people overlook withholding taxes here. As of 2026, the federal supplemental wage withholding rate is 22% for amounts up to $1 million, and 37% for amounts exceeding that.

The issue arises for those whose actual tax rate falls in the 24% or 32% brackets. Since only 22% is withheld, you'll need to pay the difference in April. I remember being quite surprised by this when I first learned about it.

So, what happens to RSUs when you change jobs? In most company plans, if you voluntarily resign, any unvested RSUs will disappear immediately.

By simply scheduling your resignation date after the vesting date, you could potentially gain or lose thousands of dollars. Before accepting an offer, make sure to check the vesting schedule.

Stock options are a bit more complex. There are two main types: ISO and NSO.

With NSOs, the difference between the market price and the exercise price is taxed as ordinary income at the moment of exercise. It's straightforward, but the tax burden hits immediately.

ISOs are options with tax benefits. If you hold them for two years from the grant date and one year from the exercise date before selling, the entire gain is treated as long-term capital gains.

However, there's a catch. If you exercise ISOs and hold the shares until the end of that year, the gain will be included in the calculation for the Alternative Minimum Tax (AMT).

As of 2026, the AMT exemption amounts are $90,100 for singles and $140,200 for married couples filing jointly. Starting this year, the rate at which the exemption decreases has accelerated, increasing the burden on high-income earners.

The most important number when changing jobs is 90 days. If you don't exercise your ISOs within 90 days after leaving, they will convert to NSOs for tax purposes.

Sometimes companies extend the exercise period. However, keep in mind that while you gain time, you lose the benefits of ISOs.

Also, exercising options requires cash. When you factor in taxes on the exercise price, it can be a significant amount. If you're dealing with a private company, you're essentially tying up money in shares that you can't sell.

If you live in California, there's one more thing to consider. State taxes do not have a preferential rate for long-term capital gains. This means you won't save as much at the state level as you do at the federal level.

For reference, if the amount that can first be exercised in a year exceeds $100,000 based on the grant date value, the excess will be treated as NSOs. If you've received a lot of options, don't assume all of them are ISOs.

So, what should you keep in mind when changing jobs? Here's how I would prioritize it.

First, organize the vested and unvested shares by date in your current company's equity portal. Be precise about the number of shares and dates, not just rough estimates.

Second, compare the next vesting date with your resignation date. It's surprisingly common to miss out on significant amounts due to just a few weeks of difference.

Third, if you have options, check their type. Determine whether they are ISOs or NSOs, and read the grant agreement to know the exact expiration date.

Fourth, quantify the amount you would be giving up and negotiate with the new company. This is often referred to as make-whole compensation.

New companies often compensate with signing bonuses or additional stock grants. However, keep in mind that these two have very different tax implications and vesting conditions, so you need to evaluate them separately.

Cash bonuses are certain, but they often come with clawback provisions if you leave early. Stock grants can fluctuate in value based on the stock price.

Personally, I feel sorry for many Korean individuals who struggle with this negotiation. Asking for what you deserve is not rude. It's simply a structure where the party with more information tends to receive more.

If I had to give up RSUs from a public company, I would ensure that I receive at least that amount in cash or a new grant. For options from private startups, I would calculate them at a discount.

Tax calculations can vary significantly based on personal income and the state of residence. If a large amount is at stake, be sure to consult a CPA or financial expert who understands equity.

Changing jobs shouldn't be judged solely by the salary figure. Compare what you currently have with what you would be giving up on the same table. This way, you'll have fewer regrets.