Equity Compensation · 19 min read

Apple RSUs: Vesting, the Blackout Calendar, and the Tax at Each Vest

The Financial Sciences Company Published Sep 26, 2026

The short answer

Apple RSUs vest on the schedule in your Notice of Grant; the 10-K says four years, based on continued employment, settled in shares. Under the filed award agreement, unvested units terminate the day service ends, whatever the reason, except that death vests them all and disability vests a pro-rata slice. The vest-date value is wages, withheld federally at a flat 22% (37% above $1,000,000 of supplemental wages) against 2026 brackets that reach 37%, and most Apple vests are settled by withholding shares. A vest inside a blackout still settles; the sale waits for the window, unless a pre-approved Rule 10b5-1 plan carries it.

Most guides to Apple RSUs repeat a vesting calendar and stop. The documents Apple has filed with the SEC say more useful things: what happens to unvested units on the day you leave, how a leave of absence pauses the clock, why the tax withheld at vest is usually less than the tax owed, and how a vest that lands inside a trading blackout changes when the shares can be sold. Below is the award agreement as filed, the tax at vest with a worked example at 2026 federal rates, the blackout framework, the Form 1099-B trap, and the California-to-Texas question for anyone moving to the Austin campus. Figures are for education; confirm your own with a CPA. Apple is named only to identify the plan. Apple’s Employee Stock Purchase Plan is a separate plan with its own rules, covered in a separate article.

How do Apple RSUs vest?

On the schedule printed in your own Notice of Grant, which the filed documents describe only in general terms. Apple’s Form 10-K for fiscal 2025 says that RSUs granted under the 2022 Employee Stock Plan “generally vest over four years, based on continued employment, and are settled upon vesting in shares of the Company’s common stock on a one-for-one basis,” and that every RSU carries dividend equivalent rights (Apple Inc. Form 10-K for fiscal 2025, Note 11, Share-Based Compensation). The form of award agreement Apple filed for the 2022 Plan leaves the Award Date, the Vesting Commencement Date and the Vesting Schedule as blanks in the Notice of Grant, and Section 3 provides that the award vests “as set forth in the Grant Notice” (Apple Inc. 2022 Employee Stock Plan, Form of Restricted Stock Unit Award Agreement, Notice of Grant and Section 3). Several advisor websites report that Apple vests in April and October, 12.5% every six months; those dates are secondary and unverified, and nothing in the filings confirms or denies them. Your grant notice is the source.

Three details in the agreement matter more than the calendar. First, acceptance is by default: if you do not decline the award by the last day of the calendar month before the first Vesting Date, you are deemed to have accepted it (Notice of Grant). Second, there is no proportionate vesting. Section 4 says that employment for only part of the period between vesting dates, “even if a substantial portion, will not entitle the Participant to any proportionate vesting.” Third, settlement follows vesting quickly: Section 7 requires delivery of the shares “as soon as administratively practical” and in all events within two and a half months, “less Tax-Related Items.” Dividend equivalents are credited in cash as each Apple dividend is paid, carry the same vesting conditions as the units they relate to, and are paid in cash when those units vest (Section 5(b)).

The scale is visible in the 10-K. In fiscal 2025 Apple granted about 73.5 million RSUs, 76.8 million vested with a vesting-date fair value of $17.1 billion, and 8.4 million were forfeited (Apple Inc. Form 10-K for fiscal 2025, Note 11, Restricted Stock Units). The forfeitures are the subject of the next section.

What happens to unvested Apple RSUs when you leave, retire, take leave or die?

In the filed form of agreement, unvested units terminate on the day service ends, whatever the reason, with two exceptions: disability and death. Retirement is not one of them. The table sets out exactly what the agreement says; every row is from the form filed as Exhibit 10.2 to Apple’s Form 8-K of March 4, 2022, which the fiscal 2025 10-K still lists as the form of RSU award agreement under the 2022 Plan (Exhibit 10.7) (Apple Inc. Form 10-K for fiscal 2025, Item 15, Exhibit Index).

Source: Apple Inc. 2022 Employee Stock Plan, Form of Restricted Stock Unit Award Agreement, effective March 4, 2022 (Exhibit 10.2 to the Form 8-K filed March 4, 2022). The form Apple files is the standard employee form; Apple may use different terms for particular awards, and your own award agreement governs. As of September 2026.
Event	What the filed award agreement says	Where
You resign, or Apple ends your employment, with or without cause	RSUs that have not vested before the Termination of Service “shall terminate” on the Severance Date, the first day you are no longer employed by or providing services to Apple or a subsidiary, “regardless of the reason,” and working part of the way to the next vesting date earns nothing. The related dividend equivalents terminate with them.	Section 8
You retire	The form contains no retirement provision. A retirement is a Termination of Service, and unvested units terminate as above.	Section 8
Approved leave of absence, other than a personal leave	Counts as active service for the whole of the leave, so vesting continues.	Section 4
Approved personal leave of absence	The first 30 days count as active service. Vesting “shall be tolled beginning on the thirty-first (31st) day” of the leave.	Section 4
Termination of Service due to Disability	A pro-rata slice of the next tranche vests: the units that would have vested on the next Vesting Date, multiplied by the days elapsed since the previous Vesting Date (or the Vesting Commencement Date) over the days in that full vesting period. The remainder terminates.	Section 8(a), (b)
Death	“Any unvested RSUs shall be fully vested as of the Severance Date,” and credited dividend equivalents are paid.	Section 8
Recoupment	Apple may require repayment of the award, the shares or the sale proceeds if it reasonably determines that you committed a felony during employment, breached confidentiality or misused inside information at any time, or committed theft, embezzlement or fraud, in addition to any clawback required by law.	Section 9

Two consequences follow for anyone planning a departure. The Severance Date is defined by the end of service, not by the date a resignation is submitted, so the vest that falls a week after a last day is lost and the one that falls a week before it is kept; the agreement is explicit that no partial credit exists. And the units are contractual promises, not shares: Section 17 gives the holder “only the rights of a general unsecured creditor” until shares are issued, and Section 6 bars selling, pledging or transferring the units themselves. Apple’s ESPP treats a departure differently, refunding the current period’s contributions, which is one reason to read the two plans separately.

How is an Apple RSU taxed at vest, and what does Apple withhold?

The full value of the shares on the vesting date is wages, and the withholding on it is usually a flat percentage that is lower than the rate a well-paid household actually pays. IRS Publication 525 treats restricted property as income when it becomes substantially vested, at its fair market value at that time less anything you paid, and that amount becomes your basis in the shares (IRS Publication 525 (2025), Restricted Property). The award agreement says the same thing from the other side, and adds the warning most people miss: “the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld” (Apple RSU Award Agreement, Section 11, Responsibility for Taxes).

Section 11 also sets out how Apple collects the withholding. It may take it from cash pay, withhold shares that would otherwise be delivered, arrange a sale of shares on your behalf (including a block trade with other participants), withhold from sale proceeds, or use another permitted method, at its discretion. Officers subject to Section 16 must be withheld in shares unless the Board or Committee decides otherwise. Apple may apply “statutory withholding amounts or other withholding rates, including maximum rates,” and if the maximum rate is used any excess is refunded in cash. The 10-K tells you which method Apple actually uses: “the majority of RSUs that vested in 2025, 2024 and 2023 were net share settled,” with Apple withholding shares equal to the employee’s income and employment tax obligation and remitting cash, $6.1 billion of it in fiscal 2025 (Apple Inc. Form 10-K for fiscal 2025, Note 11, Restricted Stock Units). That figure covers every tax and every country Apple operates in, so it says nothing about any one employee’s rate. What it does say is that for most Apple employees no shares are sold at vest, and that the shares delivered are the gross number less the ones held back.

The rates behind the withholding are set by the taxing authorities, not by Apple:

Federal income tax. A vest is a supplemental wage, and when it is paid separately from regular pay the employer may withhold at an optional flat 22%; once an employee’s supplemental wages for the year pass $1,000,000, the rate on the excess is a mandatory 37% (IRS Publication 15 (2026), section 7, Supplemental Wages) (Treas. Reg. §31.3402(g)-1(a)). Under the flat-rate method the employer “cannot take into account requests by the employee that the rate be increased or lowered” (IRS Information Letter 2012-0063), so the lever an employee controls is extra withholding on the regular paycheck, or an estimated payment.
The 2026 brackets the vest actually lands in. For a joint return, 24% begins at $211,400 of taxable income, 32% at $403,550, 35% at $512,450 and 37% at $768,700; for a single filer, 32% at $201,775, 35% at $256,225 and 37% at $640,600 (Rev. Proc. 2025-32, section 4.01). A household in the 32% bracket is short ten cents on every vested dollar; in the 37% bracket, fifteen.
California. The state’s flat withholding rate on stock compensation and bonuses paid separately is 10.23% (California EDD, DE 44 (2026), Rev. 52, Supplemental Wages), against 2025 marginal rates of 9.3% from $145,448 of joint taxable income, 10.3% above $742,958, 11.3% above $891,542 and 12.3% above $1,485,906 (FTB, 2025 California Tax Rate Schedules, Schedule Y), plus 1% on taxable income over $1,000,000 (Cal. Rev. & Tax. Code §17043). State Disability Insurance is a further 1.3% in 2026 with no wage ceiling (California EDD, 2026 rates and withholding). The 10.23% rate slightly over-withholds for a household in the 9.3% band and under-withholds by up to three points at the top.
Medicare. The 1.45% Medicare tax applies to the whole vest, and Apple must withhold the 0.9% Additional Medicare Tax on wages above $200,000 in the year, regardless of filing status (IRS, Questions and Answers for the Additional Medicare Tax). Social Security tax applies only until wages reach the annual wage base, which many Apple salaries pass before the first vest.

The general mechanics, the safe harbors and the payroll-tax edge cases are covered in our article on the RSU withholding gap. What follows is the Apple-specific arithmetic.

A worked example: one vest, two households, three states of residence

The illustration is hypothetical and in round numbers. A vest of 1,000 RSUs settles at $200 a share, a price chosen so the arithmetic is visible and not a view on Apple’s stock. That is $200,000 of wages. Household A files jointly with $300,000 of other taxable income in 2026; Household B files jointly with $900,000. Both have salaries that already passed the Social Security wage base and the $200,000 Additional Medicare threshold before the vest. Federal withholding is the flat 22% in both cases because neither household’s supplemental wages reach $1,000,000. California figures use the 2025 rate schedule for a resident; Texas has no personal income tax (Tex. Const. art. VIII, §24-a).

Hypothetical illustration: 1,000 RSUs vesting at $200. Federal tax at 2026 rates (Rev. Proc. 2025-32, section 4.01) on the vest as the top slice of taxable income; withholding at the 22% optional flat rate (IRS Publication 15). California at the 2025 Schedule Y rates plus the 1% tax above $1,000,000, withheld at 10.23% (EDD DE 44). Texas: no personal income tax. Medicare and SDI shown separately. Confirm your own figures with your tax professional.
Item	Household A: $300,000 other taxable income	Household B: $900,000 other taxable income
Wages from the vest	$200,000	$200,000
Federal tax on the vest	$55,716 ($103,550 at 24%, then $96,450 at 32%)	$74,000 (all at 37%)
Federal withheld at 22%	$44,000	$44,000
Federal shortfall	$11,716, about 6 cents per vested dollar	$30,000, 15 cents per vested dollar
California tax on the vest, if resident	$18,600 (all at 9.3%)	$23,600 ($200,000 at 11.3%, plus 1% on the $100,000 above $1,000,000)
California withheld at 10.23%	$20,460: over-withheld by $1,860	$20,460: short by $3,140
Medicare (1.45% plus 0.9%) and California SDI (1.3%)	$4,700 Medicare; $2,600 SDI if in California	$4,700 Medicare; $2,600 SDI if in California
Total withheld at vest, California resident	$71,760, about 36% of the shares if net settled	$71,760, about 36% of the shares
Total withheld at vest, Texas resident	$48,700, about 24% of the shares if net settled	$48,700, about 24% of the shares
Basis in every share, delivered or withheld	$200	$200

Read the federal row first. Household A owes $11,716 more than payroll collected on a single vest; Household B owes $30,000 more. If the reported semiannual cadence is right for your grant, a second vest of the same size lands in the same tax year and the shortfall doubles, still with nothing on the W-2 to warn you. The IRS expects the difference to arrive during the year: the required annual payment is the lesser of 90% of this year’s tax or 100% of last year’s, rising to 110% of last year’s when prior-year adjusted gross income exceeded $150,000, and an underpayment penalty runs on anything short of that (26 U.S.C. §6654(d)(1)). An estimated payment in the quarter of the vest, or a W-4 adjustment spread over the remaining paychecks, closes it.

The California row shows why the state gap is smaller and sometimes negative: 10.23% is close to the rate most households pay. The Texas row shows what changes for an Austin employee who is a genuine Texas resident: no state income tax on the vest, and about 12 points more of the shares delivered rather than withheld.

The basis row is the one to keep. Under Section 11 of the agreement, when Apple withholds shares “the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs,” so every one of the 1,000 shares, including the ones held back, was issued at $200 and taxed at $200. The shares you still hold have a $200 basis each. Anything above or below that on a later sale is capital gain or loss, and it is long-term once the shares have been held more than one year from the vest (26 U.S.C. §1222).

What if the vest lands inside a trading blackout?

The vest goes through; the sale waits. Apple’s insider trading policy, filed as Exhibit 19.1 to its Form 10-K, closes trading for those subject to the scheduled restricted periods on December 1, March 1, June 1 and September 1, and reopens it 24 hours after the quarter’s results are public, which the policy says is typically early February, May, August and November (Apple Inc. Insider Trading Policy, updated September 2024, Exhibit 19.1 to the Form 10-K for fiscal 2024, Restricted Trading Periods and Permitted Transactions). The same policy lists, among transactions its restrictions do not reach, “vesting of restricted stock unit awards and the withholding of shares by Apple to satisfy tax-withholding requirements upon vesting.” So a vest inside a blackout settles normally, Apple withholds its shares, and the balance lands in the brokerage account. A market sale of those shares is an ordinary trade and, for a covered employee, waits for the window.

The framework for any vest date is the same. Locate the date on the calendar: between December 1 and early February, March 1 and early May, June 1 and early August, or September 1 and early November, it falls inside a blackout, and the first open window follows that quarter’s results. If the reported April and October dates are right for your grant, both of the year’s vests fall inside the second- and fourth-quarter blackouts, and the first chance to sell is the May or November window, several weeks after the tax was fixed at the vest-date price. Whatever the stock does in between is yours. Three refinements:

Who is covered. The policy applies to all Apple personnel and their household members, but the scheduled restricted periods apply to those Apple’s Corporate Legal team notifies. Anyone not notified is still bound by the prohibition on trading while aware of material nonpublic information, which the policy says lasts at least 24 hours after the information is public. Designated Individuals also pre-clear each trade at least two business days ahead.
The exception is a trading plan. Trades under a Rule 10b5-1 plan that Apple’s Corporate Legal team has pre-approved, adopted while unaware of material nonpublic information, are not subject to the restrictions. For employees who are not Section 16 reporting persons, the plan cannot trade until the later of 30 calendar days after it is executed and 24 hours after the earnings release for the quarter in which it was executed; Section 16 persons wait 90 days, up to 120. A plan can be written to sell a fixed number of shares, or a fixed fraction of each vest, on dates inside the blackout, and it can be modified only in an open window, with a change to amount, price or timing restarting the cooling-off. Our article on Rule 10b5-1 plans for employees covers the mechanics.
What is not available. The policy prohibits short sales, hedges and derivatives on Apple securities at all times and names prepaid variable forwards, equity swaps, collars, options, puts and calls; directors and executive officers also may not pledge shares. The collar or prepaid forward described in general guides to concentrated stock is not a tool a current Apple employee can use. What remains is staged sales in open windows, a trading plan, gifts of appreciated shares and losses harvested elsewhere; our article on diversifying concentrated stock sets out each with its costs and who is eligible.

The Form 1099-B trap

When the delivered shares are eventually sold, the broker’s Form 1099-B will usually understate the basis, and a return that copies it taxes the vest twice. The instructions for Form 1099-B tell brokers that for equity compensation granted or acquired after 2013 they “cannot increase initial basis for income recognized” on vesting (IRS Instructions for Form 1099-B, Box 1e), and the instructions for Form 8949 tell the taxpayer to increase the basis by the amount included in income: enter the broker’s figure in column (e), code B in column (f) and the correction in column (g) (IRS Instructions for Form 8949, columns (e), (f) and (g), code B). In the illustration, a later sale of 641 delivered shares at $230 is a $19,230 gain on a $200 basis; a 1099-B showing $0 of basis would imply a $147,430 gain. Because Apple net settles, there is normally no 1099-B at vest at all; the trap arrives in the year of the sale, which can be years after the W-2 that carried the wages. Keep the vest statement showing the vest-date value and the share count, and the W-2 for that year.

Cupertino to Austin: which state taxes the vest?

Both, in proportion to where the work was done between grant and vest, and the split is measured from the grant date, not from the previous vest. California Franchise Tax Board Publication 1004 treats the value at vest as compensation, taxes a nonresident “to the extent you performed services in this state,” and gives the allocation as California workdays divided by total workdays from the purchase (grant) date to the vesting date, or to the date employment ended if earlier. Its Example 3 is a Texas move: 700 California workdays out of 1,000 over a four-year restriction, so “70 percent of your income from the restricted stock is taxable by California” even though the employee had left the company and the state a month before the vest (FTB Publication 1004 (rev. 01/2015), section E, Restricted Stock, Example 3). A later capital gain on the shares is not California’s once you are a nonresident.

Apply that to a four-year Apple award and each tranche carries a different California share. An employee who transfers to Austin two years into an award has roughly all of the first two years’ vests sourced to California, about two-thirds of the tranche that vests at the three-year mark, about half of the tranche at year four, and none of an award granted after the move. The California-sourced share of each vest goes on a nonresident return, and a workday log is the record California will ask for. Our article on moving from California to Texas before a liquidity event covers the residency test itself, which turns on closest connections rather than a day count.

The move is a common one. Apple announced its north Austin campus in 2019 as a $1 billion, three-million-square-foot site for 5,000 employees with capacity for 15,000, at a time when it counted about 7,000 employees in the city (Apple Newsroom, November 20, 2019). Texas has no personal income tax (Tex. Const. art. VIII, §24-a), so for a Texas resident the vest is federal only: in the illustration, Household A’s state tax on the vest goes from $18,600 to nothing on the tranches earned entirely after the move. The household side of the transfer, from property tax to the residency file, is on our Austin page.

How we approach Apple RSUs in a plan

We start from the award agreements and grant notices rather than the brokerage summary, because the documents carry the vesting dates, the leave and termination terms and the grant date each tranche is sourced from. From those we build a vest calendar for the household: each vest date against Apple’s blackout calendar, the expected wages at a range of prices, the withholding Apple will take, the shortfall to cover by estimated payment or W-4, and the California share of each tranche for a family that moved. That calendar is the first deliverable of our work on equity compensation and concentrated stock.

The second decision is what to do with the delivered shares, and it is made before the window opens, not during it. A written rule for each vest, whether a fixed fraction sold in the first window, a trading plan that sells through the blackouts, or a ceiling on Apple stock as a share of net worth, is what turns four open windows a year into executed decisions. The tax should inform that rule without setting it; a $200 basis and a short holding period are facts, not reasons to hold. Our page for executives and equity compensation describes how the equity decisions fit with the rest of the balance sheet, and the estimated-payment calendar runs through our tax planning process with the household’s CPA.

Questions worth answering before the next vest

What are the Award Date, Vesting Commencement Date and Vesting Schedule on each of my grant notices, and which vest dates fall inside a blackout?
Am I subject to Apple’s scheduled restricted periods, and have I been told so by Corporate Legal?
At my household’s bracket, how many cents per vested dollar does the 22% withholding leave uncovered, and does the 110% safe harbor cover it this year?
If I am planning to leave, which vest date is the last one I will be employed through, and is a personal leave about to toll the clock?
For each tranche, what share of the workdays from grant to vest were in California?
Do I have the vest statements needed to correct the basis on a future 1099-B?
What is the written rule for the shares delivered at the next vest, and would a trading plan carry it through the blackout?
What share of our net worth is Apple stock today, counting unvested units at nothing?

What this does not mean

Nothing here is a recommendation to sell or hold Apple shares on any date, and nothing here is a view on Apple’s stock price; the $200 in the illustration is a round number. The award agreement quoted is the form Apple filed with the SEC in 2022 and still lists in its fiscal 2025 10-K; Apple may grant awards on different terms, the plan and the insider trading policy can be amended, and your own grant documents govern. The vest dates reported by third parties are not confirmed by any filing. Tax results depend on filing status, other income, residency and facts we have not seen. The Financial Sciences Company is not affiliated with, endorsed by or sponsored by Apple Inc.; the name identifies the plan discussed. Confirm your own figures with a CPA or tax counsel.

Frequently asked questions

How long do Apple RSUs take to vest?

Apple’s 10-K says RSUs under the 2022 Employee Stock Plan generally vest over four years based on continued employment and settle in shares one-for-one. The exact dates and installments are set in each Notice of Grant, not in the filings. Advisor websites report April and October vests of 12.5% each; those reports are unverified.

What happens to my Apple RSUs if I quit or am laid off?

Under the filed form of award agreement, units that have not vested by your Severance Date terminate, whatever the reason for the separation and whether it was your choice or Apple’s, and there is no credit for part of a vesting period. Shares already delivered from earlier vests are yours. The form has no retirement provision, so a retirement is treated the same way.

Do Apple RSUs vest if I die or become disabled?

The filed agreement fully vests all unvested units on the Severance Date if the termination is due to death, and pays out any credited dividend equivalents. For a termination due to disability it vests a pro-rata portion of the next tranche, measured by the days elapsed in the current vesting period, and terminates the rest.

How much tax does Apple withhold when RSUs vest?

The federal optional flat rate on supplemental wages is 22%, rising to 37% on supplemental wages above $1,000,000 in a year, plus Medicare and, for California residents, 10.23% state withholding and 1.3% SDI. Apple’s 10-K says most vests are net share settled, so the withholding is taken in shares. A household in the 32% or 37% bracket owes ten to fifteen cents more per vested dollar than payroll collected.

Can I sell Apple RSU shares as soon as they vest?

Not if you are subject to Apple’s scheduled restricted periods and the vest falls inside one. Vesting and Apple’s share withholding are permitted during a blackout, but a market sale waits for the window that opens 24 hours after the quarter’s results. A pre-approved Rule 10b5-1 trading plan, after its cooling-off period, is the exception.

Does California tax my Apple RSUs after I move to Austin?

Partly. Under FTB Publication 1004, California taxes the vest to the extent you worked in California between the grant date and the vest date, using a workday ratio, even if you have left the state or the company before the vest. Awards granted after you become a Texas resident, and any later capital gain, are not California’s. Texas has no personal income tax.

Sources and further reading

Next steps

Keep reading

Equity Compensation · 21 min readApple ESPP: Lookback, Taxes, and When to Sell

Equity Compensation · 19 min readRSU Withholding: Why 22% Falls Short in 2026

Equity Compensation · 14 min readRule 10b5-1 Plans for Employees, Not Just Executives

Get the weekly market brief.

Once a week, we send a concise roundup of the most important market stories and what they may mean for financial markets, portfolio decisions, and planning strategy.

The views and opinions expressed here are those of The Financial Sciences Company as of the publish date and are provided for informational and educational purposes only. They are not personalized investment, tax, or legal advice. The Financial Sciences Company, LLC is a registered investment adviser. Registration does not imply a certain level of skill or training. Additional information is available in our Form ADV at adviserinfo.sec.gov.

General educational information, current as of 2026. Figures and rules change. For guidance specific to your situation, speak with a qualified professional.