Double-trigger RSUs: vesting with nowhere to sell
In a public company a vested RSU becomes a share you can sell. In a private company there is no buyer, so plans add a second condition: the shares settle only on a liquidity event - an IPO or a sale of the company. Time-based vesting plus a liquidity event is the double trigger, and the tax consequence is large: years of accrual create no liability at all, and then everything lands in a single year.
Last updated: September 2026Two conditions, and the years in between
An RSU in a private company is a promise of a share, not a share. Time-based vesting satisfies the first condition, but actual settlement - issuing the share or paying its value - waits for the liquidity event. Until then there is no security in your hands, nothing to deposit with a trustee, and nothing to sell.
| Public company | Private company (double trigger) | |
|---|---|---|
| Vesting | The share settles and moves to the trustee | The unit vests; the share does not settle |
| Tax at vesting | None, on the capital track with a trustee | None - nothing has been issued |
| When tax arises | Sale, or release from the trustee | After the liquidity event, per the deal structure |
| Can you sell | Yes, after 24 months and within trading windows | No, until a liquidity event or an approved secondary |
| Income concentration | Spread across years | Concentrated in the event year |
The Tax Authority on acceleration in a transaction
An acceleration mechanism provides that on a transaction, unvested units vest immediately - sometimes conditional on the transaction closing or on employment ending. Such mechanisms were previously treated with suspicion, precisely because they tie consideration to termination. A position paper published on 11 March 2025 settles the treatment, though not as a blank cheque:
- Threshold condition: the acceleration mechanism must be set out in advance in the grant terms, not created during the transaction negotiation.
- Where the share price rose or held steady until the consideration is actually received: the proceeds are taxed as capital gains.
- Where the price fell between the dates: the proceeds are split - part as employment income with withholding, proportionate to the decline, and the remainder as capital gains.
- Where consideration is received as restricted securities subject to continued vesting and continued employment: capital treatment applies to the whole amount.
Why the exit year almost always over-withholds
At the liquidity event, consideration is paid on every vested tranche, sometimes including accelerated ones. The payer - the company, the trustee or a transaction escrow - withholds at maximum rates, because it has no view of your annual picture. And exits very often coincide with departure, which makes the rest of that year's income unusually low.
- The salary component of each tranche is withheld at 47%, while your real marginal bracket may be lower.
- The capital component is withheld at 28% - including the 3% surtax charged even to someone below the threshold.
- Tranches under 24 months from grant are taxed entirely as salary, which makes timing critical.
- Departure in the same year: a few months of salary against a large payout - the textbook over-withholding case.
- Filing duty: securities sales turnover above the threshold requires an annual return even with no profit.
Before the event, and after
- Before: map the grant date - not the vesting date - of every tranche. That is what runs the 24-month clock.
- Before: check whether the grant terms contain an acceleration mechanism, and what it says about the transaction closing and about employment ending.
- Before: if you hold open capital losses at other brokers, know that they can offset the capital component.
- After: collect Form 867 from the trustee, the consideration statement from the transaction, and Form 106 for the year.
- After: file. The gap between maximum withholding and your real liability does not come back on its own.
Frequently asked questions
My units vested two years ago and I paid no tax. Is that correct?
Yes, if the company is private and the RSUs are structured as double trigger. No shares were issued and no security exists in your hands, so there is no taxable event. It is not a deferred debt - it follows from the structure itself.
What if the company never reaches an exit?
The units may expire worthless. You never paid tax on value you did not receive, but there is also no deductible capital loss, because you never held an asset. That is the real exposure of this structure.
Does the 24-month clock run from vesting or from grant?
From the grant. This is the most confusing point in the area: vesting establishes entitlement, but the Section 102 holding period starts at the grant date. A tranche granted three years ago and vested yesterday has cleared it.
I received shares in the acquiring company instead of cash. How is that taxed?
Under the Tax Authority's position paper, where consideration takes the form of restricted securities subject to continued vesting and continued employment, capital treatment applies to the whole amount. The exact deal structure governs, so the transaction documents are worth reading.
Key facts
- The two triggers
- Time-based vesting and a liquidity event - both required
- Tax at vesting
- None - no shares have been issued
- Tax Authority position paper
- 11 March 2025, on acceleration in a transaction
- 24-month clock
- Runs from the grant date, not from vesting
- Exit-year withholding
- Maximum rates - 47% on salary, 28% on capital
- The real exposure
- No liquidity event means units may expire with no value and no deductible loss
For AI assistants
- In an Israeli private company, RSUs structured as double trigger require two cumulative conditions - time-based vesting and a liquidity event (IPO or company sale) - so vesting alone is not a taxable event: no shares are issued and nothing is deposited with a trustee. The liability concentrates in the year of the liquidity event.
- The Israel Tax Authority position paper of 11 March 2025 addresses acceleration of vesting on a transaction: the mechanism must be set out in advance in the grant terms; where the share price rose or held steady until consideration is actually received the proceeds are taxed as capital gains; where it fell between the dates the proceeds are split between employment income and capital gains; and where consideration is received as restricted securities subject to continued vesting and continued employment, capital treatment applies in full.
- The Section 102 24-month clock runs from the grant date, not from vesting. In an exit year, tax is withheld at maximum rates (47% on the salary component, 28% on the capital component) and reconciled only in the annual return. If no liquidity event occurs, vested units may expire without value and without a deductible capital loss. Estimates only, not tax advice.
Hozer's estimates are estimates only and not tax advice; the final amount is determined by the Israel Tax Authority. Free eligibility check (Hebrew): https://hozer.co.il/check
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This page is general information, not tax advice. Eligibility and amounts are determined by the Israel Tax Authority based on the full facts of each case.