Updated July 28, 2026. Quick answer: There are four, and they collapse into two mechanics. Net shares, withhold to cover and net settlement are the same thing under three names — the company keeps shares and no market sale happens. Sell to cover and same-day sale are market sales that generate a Form 1099-B. None of the four changes the tax you owe; they change how many shares you end up holding and whether a broker reports a sale.
The four elections, and what actually differs
| Election | What physically happens | Shares sold on the market? | 1099-B? |
|---|---|---|---|
| Net shares / withhold to cover / net settlement | The company keeps some of your vesting shares and remits cash to the taxing authorities | No | No |
| Sell to cover | The broker sells just enough shares on the open market to raise the withholding | Yes, a portion | Yes, for that portion |
| Cash transfer / pay cash | You wire cash; every share is delivered to you | No | No |
| Same-day sale / sell all | Every vesting share is sold immediately | Yes, all of them | Yes |
Why the tax is the same either way
The taxable event is the vest, not the funding method. Under IRC §83(a) the amount included in your income is the fair market value of the shares at the first time your rights in them are transferable or no longer subject to a substantial risk of forfeiture, less anything you paid. That figure is fixed by the share price on the vest date. Nothing you elect afterwards moves it.
What the election decides is where the cash for the withholding comes from — out of your shares, or out of your bank account.
The one thing that matters more than the election. Withholding is not your tax. It is a deposit against a bill computed later on your whole return. RSU income is a supplemental wage, and Treas. Reg. §31.3402(g)-1 lets an employer withhold on it at a flat percentage — defined by cross-reference to the rate schedule in section 1, not chosen to fit you. Above $1,000,000 of supplemental wages in a year the regulation switches to a mandatory rate equal to “the highest rate of tax applicable under section 1”. Below that threshold the flat rate is well under the top bracket, so a high earner is structurally under-withheld no matter which election is chosen.
What each election is really a decision about
| Election | The real decision |
|---|---|
| Net shares / withhold to cover | Usually none — most plans impose it |
| Sell to cover | Usually none — often the company’s cash-management choice, not yours |
| Cash transfer | Whether you want more concentration in your employer’s stock |
| Same-day sale | Whether you want any concentration at all |
Read that table again, because it is the point of this page: three of the four rows are not tax decisions. Two of them are frequently not even your decision. The only genuine choice on offer is how much employer stock you want to be holding on the afternoon of the vest.
Wherever shares are sold, check the basis on the 1099-B. The Form 1099-B instructions are explicit that a broker “cannot increase initial basis for income recognized upon the exercise of a compensatory option or the vesting or exercise of other equity-based compensation arrangements granted or acquired after 2013” (Treas. Reg. §1.6045-1(d)(6)(ii)(A), whose operative words are that a broker “may not increase” initial basis for that income). That is a prohibition, not an option. Note what the date attaches to: when the award was granted or acquired, not when you got the stock — for pre-2014 grants a broker may include the compensation element, which is why 1099-Bs are inconsistent rather than uniformly wrong. This is how the same money gets taxed twice.
Where the real money is
People spend a great deal of attention on this election and almost none on the gap between what was withheld and what they owe. The second is worth multiples of the first. Size the gap before optimising the election.
Sources
IRC §83(a); Treas. Reg. §1.61-2(d)(2)(i) (basis of compensatory shares, the cleanest authority for shares delivered already vested), with Treas. Reg. §1.83-4(b)(1) as support; Treas. Reg. §31.3402(g)-1 (supplemental wage withholding); Treas. Reg. §1.6045-1(d)(6)(ii)(A) and the Instructions for Form 1099-B, current edition (broker basis reporting). Election labels taken from participant-facing documentation published by Fidelity, Morgan Stanley at Work / E*TRADE, Computershare and Carta, read July 2026; Schwab publishes no election labels.
This states what the cited authority says and what plan documents actually do. It is not tax advice, and your employer’s plan controls which of these elections you are offered at all.