Executive Summary
What's the difference between RSUs and ESPP?
RSUs are restricted stock units—free shares that vest over time as part of your compensation. You don't pay for them. ESPP (Employee Stock Purchase Plan) lets you buy company stock at a discount (often 15%) using money from your paycheck. RSUs are taxed when they vest. ESPP is taxed when you buy (the discount is income) and again when you sell (gains). Both can be valuable; many employees get both.
RSUs and ESPP. Both give you company stock. But they work differently—and the tax rules aren't the same. Here's the plain-English breakdown.
The bottom line: RSUs are free. ESPP is a discount. RSUs vest on a schedule. ESPP lets you buy at set periods. You might have both. See our RSU guide and ESPP guide for the full tax details.
The Basics
| RSUs | ESPP | |
|---|---|---|
| What you get | Shares (or cash) when they vest | Right to buy shares at a discount |
| Do you pay? | No—they're part of your comp | Yes—you contribute from your paycheck |
| When | Vesting schedule (e.g., 4 years) | Purchase periods (e.g., every 6 months) |
| Typical discount | N/A (free) | 15% off market price |
| Limit | None (company sets grant size) | $25,000/year (FMV at grant) |
How RSUs Work
You get a grant. It vests over time—usually 4 years with a 1-year cliff. When each tranche vests, you receive shares (or cash). You didn't pay for them. The value at vesting is taxed as ordinary income. When you sell, you owe capital gains on any appreciation.
Simple: Free shares. Tax at vesting. Sell when you want.
How ESPP Works
You enroll. You set aside a percentage of your paycheck (often up to 15%). Every 6 months (or whatever the period is), the company uses that money to buy shares for you—at a 15% discount. Some plans have a "lookback"—you get the discount off the lower of the start or end price. That can be a big win.
Tax: The discount is taxed as ordinary income when you buy. When you sell, you owe capital gains on the rest. Hold 2 years from offering + 1 year from purchase for a "qualifying disposition"—better tax treatment. See our ESPP tax guide.
When You Get Each
| RSUs | ESPP | |
|---|---|---|
| Typical grant | At hire, promotion, or as refresher | Offered to most/all employees |
| Eligibility | Often based on role/level | Usually anyone can enroll |
| Your choice | Accept the grant or not | Enroll and set contribution % |
Which Is Better?
There's no single answer. They do different things:
- RSUs reward you for staying and performing. They're "free" in the sense you don't pay—but they're part of your total comp. You get them whether you want to buy stock or not.
- ESPP is a voluntary way to buy stock at a discount. You choose to participate. You're using your own money—but at a discount. It's like a forced savings plan with a bonus.
Many people do both. Max the ESPP (it's free money from the discount) and take the RSUs (they're part of your offer). See our RSU vs bonus comparison too.
Frequently Asked Questions
Can I have both RSUs and ESPP?
Yes. Many tech companies offer both. They're independent. RSUs are part of your grant. ESPP is a benefit you can enroll in.
Is ESPP worth it?
Usually yes. A 15% discount is a 15% return on your contribution—before any stock appreciation. The main risk: you're buying company stock, so you're doubling down on your employer. If the stock drops, you lose. But the discount is real.
Does the ESPP $25,000 limit apply to RSUs?
No. The $25,000 limit is for ESPP only—it's the max FMV of stock you can purchase per year under the plan. RSUs have no statutory limit.
Disclaimer: This guide is for educational purposes. It does not constitute tax or financial advice.
Last Updated: March 2026 | Research Team: VestingStrategy