The Quick Read: Only shares that have vested, been delivered, and now sit in your brokerage account count, and on the asset depletion path they typically count at 80% as securities, reduced by the cash the deal consumes and then divided by 60 months. Unvested units count for nothing. The grant value on your award letter is not the number a lender uses.
- Unvested and non-vested restricted stock units are not eligible on the asset depletion path.
- Vested shares held in a brokerage account are treated as securities, typically at 80% of the balance.
- Shares withheld for taxes at vest never reach your account, so they never count.
- Shares you sold at vest become cash, which counts at 100% once it is seasoned.
- Usable assets are divided by 60 months to create monthly qualifying income, subject to underwriting.
These are select-program parameters from Lendmire’s wholesale network. Each file is underwritten individually and none of this is a commitment to lend.
Which Path Fits an RSU-Heavy Borrower?
Two asset-based paths exist across the network, and a borrower is qualified on one at a time. On the asset qualifier path, eligible assets must equal or exceed the entire loan amount, and no employment or income is documented. On the asset depletion path, usable assets are converted into monthly income that runs through the debt-to-income test.
RSU holders usually land on depletion. A tech employee with modest documented income and a large vested stock position wants the portfolio turned into income. The qualifier path also counts brokerage accounts, at 100%, but it needs the whole loan covered by assets. That works for a smaller loan against a large account. It does not work when the loan is large relative to the account.
This article is about asset depletion because that is where the haircut question lives. For a broader look at the program family, the complete DSCR loans guide explains where asset-based mortgages sit next to rental-income loans.
What Does “Vested” Mean to a Lender?
Vested means the units converted into shares you own, and those shares were delivered to your account. A grant is a promise. A vest is the event that turns it into property.
The tax side explains why the vest date is the line. RSUs carry no tax at grant, and per Baker Avenue’s explainer, the fair market value at vesting is taxed as ordinary income and reported on the W-2. Carta notes that employers commonly withhold at the federal supplemental rate and that sell-to-cover is a common way to fund the withholding.
Here is the consequence for a file. The shares that land in the account are already net of withholding. A 1,000-unit vest does not produce 1,000 countable shares. The file sees what is in the account, nothing more.
Three stages get confused:
1. The award. A grant letter or compensation statement. Not a verifiable asset.
2. The vested distribution. Shares released to your name. This is the first stage that can count.
3. The seasoned holding. Shares or cash sitting in an account with statements behind them.
How Does Asset Depletion Turn Vested Stock Into Income?
The process is arithmetic, and the order matters.
1. Start with the vested balance. Use what the statement shows, after any withholding.
2. Apply the credit percentage. On the depletion path, securities count at 80%, cash at 100%, private stock at 75%. Retirement accounts count at 70% at any age.
3. Subtract what the deal consumes. Down payment, closing costs and any lender reserves come out first. The same dollars cannot do two jobs.
4. Divide by 60 months. The result is imputed monthly income. Nothing is sold or withdrawn. The assets stay where they are.
5. Run the debt-to-income test. The imputed income must carry the full housing payment and other debts.
Here is the sanctioned shape of the math. Say a borrower holds $1,500,000 in securities and $300,000 in cash. Securities at 80% count as $1,200,000, cash at 100% counts as $300,000, for $1,500,000 usable. Divided by 60 months, that is $25,000 of monthly qualifying income, which then carries the housing payment and other debts. This is illustrative, and the lender’s own calculation governs.
Now apply it to RSUs. If the securities in that example were vested Company shares held in a brokerage account, they sit in the 80% row like any other stock. The employer’s name on the shares does not change the haircut.
How Much of a Vested RSU Balance Actually Counts?
Typically 80% of the market value of vested, delivered shares, before the transaction deductions. That is the network’s depletion-path figure for securities. It is a ceiling, not an offer.
Several things then pull the number down:
- Tax withholding. Shares held back or sold for taxes never enter the pool.
- Cash the deal needs. Down payment, closing costs and reserves are subtracted from the pool before dividing.
- Share price at underwriting. Value follows the statement, so a falling stock reduces the pool.
- Concentration. A single-stock position can draw extra scrutiny. Programs differ on this, so treat it as lender-dependent.
Put simply, you get credit for what is left in the account after tax withholding, the 80% haircut and the cash the purchase uses. You do not get credit for the headline grant value.
Two program minimums also apply on this path. Qualified assets must be at least the lesser of $1,000,000 or 1.25 times the loan balance. They must also never fall below $250,000 liquid when asset depletion is the only income source. When asset income supplements documented income, up to a 45% debt-to-income ratio, the minimum-assets rule is waived.
RSU Status Table: What Counts and What Doesn’t
| RSU status | Counts? | Treatment |
|---|---|---|
| Unvested units | No | Not an asset yet |
| Time-vested, not yet delivered | Not yet | Counts once shares are delivered |
| Vested, in brokerage account | Yes | Securities, typically 80% |
| Withheld for taxes | No | Never reached your account |
| Sold at vest | Yes | Cash, typically 100% |
| Private-company stock | Case by case | Private stock, typically 75% |
Non-vested restricted stock units are named as not eligible on the depletion path. That is a program rule, not an interpretation.
Edge Cases That Trip Files
Double-trigger units. Darrow Wealth Management explains that private-company RSUs often carry two conditions, a time condition and a liquidity event. Units that meet only the time condition may still be unvested. Counting starts when every condition is met and shares are delivered.
Private-company shares. Private stock is a listed category on the depletion path, typically at 75%. But a holding with no liquid, valued market is hard to document, so expect extra lender review. Treat it as qualitative, not a promise.
Lockups and blackout windows. Shares you cannot freely sell may not be treated as unrestricted. Whether they count depends on program guidelines.
Large vests before application. A big jump in the account balance draws a source-of-funds review. The vest itself is the source, and it is documentable with the release confirmation and the W-2 or pay record.
Sold shares. If you sold at vest, the proceeds are cash. Cash counts at 100% in a regulated account, once it meets the seasoning rules.
Statements and seasoning. On the depletion path, statements must be at least 120 days old at application, plus the most recent statement within 45 days. So a vest last month does not stand alone. The account history has to show the balance over time. The assets are documented. Income is not, and that distinction matters.
Experience From the Desk
Across the wholesale network, the most common RSU file problem is a borrower who sizes the loan on the gross vest. The statement then shows fewer shares because of withholding, a lower price, or both. Pull the actual brokerage statement first, apply 80%, subtract the cash to close, and divide by 60 before talking to anyone. That number is close to what a lender will compute. Files built on the grant letter get cut down.
Income Route Versus Asset Route
RSUs can feed two different tests, and they are not the same test. Agency employment-income rules, such as Fannie Mae’s announcement on restricted stock, require vesting and unrestricted distribution, plus evidence of public trading, a vesting schedule, account statements and W-2 history. That is an income test for agency loans.
Asset depletion is different. It looks at what you own today, not at a vesting history. Agency rules do not carry into this program, and the two should not be blended.
| Question | Income route | Asset depletion route |
|---|---|---|
| What is tested | Vesting history in W-2 pay | Vested shares in account |
| Unvested units | No | No |
| Needs a track record | Yes, under agency rules | No, but seasoned statements |
| Best fit | Steady high-wage earner | Large holdings, thin income |
If you use vested shares for qualifying income, do not also count them as reserves or down payment. The same dollars cannot do two jobs.
The Investor Decision
For a rental investor, the question is which test fits the file. A rental loan that qualifies primarily on property-level rental income covering the payment is the usual route when the property carries itself, subject to lender guidelines. Asset depletion qualifies the borrower instead. Investment property is available on the depletion path at up to 65% on a purchase or rate-and-term refinance and 60% on a cash-out, and a first-time investor needs a 700 score.
Timing is a real lever. Selling shares to fund a down payment shrinks the pool that produces income. Waiting for a vest can grow it. Also remember that tax is due at vest whether you sell or not, so a borrower who counts every vested share as spendable may be committing money to a tax bill. Tax treatment varies; consult a qualified professional.
Lendmire’s piece How Much of Your Business Income Counts Toward a Mortgage? covers the documented-income side for borrowers who mix equity pay with other earnings.
Key Terms Defined
Vested: The point when RSUs convert into shares you own.
Haircut: The share of an asset’s balance a program refuses to count, to allow for price swings.
Divisor: The number of months, here 60, that usable assets are divided by to create monthly income.
Imputed income: Income calculated from assets rather than received as pay.
Sell-to-cover: Selling part of vested shares to pay the tax withholding.
Pre-Application Checklist
- Recent brokerage statements showing vested shares in your name.
- The release or settlement confirmation for any recent vest.
- A clear count of shares withheld for taxes.
- Statements old enough to meet the 120-day and 45-day rules.
- A realistic estimate of cash needed for down payment, closing costs and reserves.
- A clean credit report, since the lender’s matrix sets the score requirement on this path.
If you are qualifying on assets rather than income and want to see how the numbers work, Lendmire can help you compare asset-based mortgage options based on your statements, the property, credit profile, leverage, and your goals. Consumer mortgage lending runs in 16 states, so confirm your state first, and call 828-256-2183 or request a quote.
Frequently Asked Questions
Do I have to sell my vested shares for them to count?
No. Asset depletion is a qualification convention. The shares stay in your account, and nothing is sold or withdrawn. You do need to meet the down payment and closing cost needs with assets set aside from the pool.
Do unvested RSUs count?
No. Non-vested restricted stock units are not eligible on the depletion path. Future vests cannot be borrowed against until the shares are delivered.
Can I count RSU income and RSU assets together?
Not for the same dollars. Shares counted toward qualifying income cannot also cover the down payment or reserves. Asset-derived income can supplement documented income, up to a 45% debt-to-income ratio.
What if my stock price drops before underwriting?
The pool drops with it. Value follows the statement, so a lower price means fewer usable assets and lower imputed income. A cushion above the minimums helps.
Do private-company RSUs count?
Only after every vesting condition is met and shares are delivered. Private stock is a listed category at a lower credit percentage, but valuation and documentation draw extra review, subject to underwriting.
For current guidelines and terms, see Lendmire’s asset-based mortgage programs page.
About Lendmire
Lendmire (NMLS# 2371349) is a mortgage brokerage serving self-employed and high-net-worth borrowers in 16 states. Bank statement, P&L-only, 1099-only and asset-based mortgages are arranged through wholesale lending channels; Lendmire brokers the financing and the lender underwrites each application. Scotsman Guide named Lendmire a Top Mortgage Workplace in both 2025 and 2026.
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References
1. Baker Avenue, RSU tax at vesting
3. Darrow Wealth Management, restricted stock units
4. Fannie Mae Selling Guide announcement SEL-2023-11
This article is part of Lendmire’s asset-based mortgage program — full qualification details, guidelines, and scenarios live on the program page.
Related reading: How Asset Depletion Converts Savings Into Qualifying Income · How Asset Depletion Income Differs on a Primary Home vs Rental · How Asset Depletion Counts Income for a Rental Portfolio Buyer
Brandon Miller
Founder & CEO, Mortgage Loan Originator, Lendmire LLC
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Compliance and disclosures. Lendmire (NMLS# 2371349) is a licensed mortgage broker and is not a direct lender, depository institution, financial advisor, or tax professional. Content in this article is general market analysis and educational information — not financial, legal, or tax advice for any specific situation. Lendmire does not guarantee loan approval; every transaction is subject to underwriting by the funding lender. Mortgage pricing and loan program guidelines are subject to change at any time without notice and vary by borrower characteristics, property type, and state regulations. Lendmire complies with Equal Housing Opportunity. Licensure verification: NMLS Consumer Access.