RSUs in Spain. Spanish law has no figure called an RSU. Your tax comes from three places at once: what the plan says, where you were resident while it vested, and what you did with the shares afterwards. Change one of the three and the answer changes, sometimes by a lot of money.
Sofía Castro, an Argentine national tax resident in Madrid since 2021, joined a Seattle logistics company that was not then listed. She was granted 6,000 RSUs vesting quarterly over four years, but with an extra condition: the shares would only be delivered when the company went public or was sold. That double trigger was met in May 2026 with the stock market listing. On that day Sofía received, in one go, 4,500 shares, those corresponding to the time tranches already completed, at 42 USD each. Her portal shows a figure she did not expect and fewer shares than she thought she had.
The income is the whole value, not a difference
With options, the employee pays an exercise price and is taxed on the difference between that price and the value of the share. With RSUs (restricted stock units) there is no price: the company gives you shares free of charge when the conditions are met. Article 42.1 of the Spanish Income Tax Act defines income in kind as obtaining goods "free of charge or for less than the normal market price". Here it is free, so the value taxed is the full value of each share on the day of delivery.
That explains the feeling that RSUs "pay more". Compare two employees with the same number of units and the same share price:
| Instrument | Units | Price paid | Market value on receipt | Employment income |
|---|---|---|---|---|
| Options | 4,500 | 30 USD | 42 USD | 4,500 × 12 = 54,000 USD |
| RSUs | 4,500 | 0 USD | 42 USD | 4,500 × 42 = 189,000 USD |
The comparison is not entirely fair: the option holder had to lay out 135,000 USD to exercise, and the RSU holder paid nothing. But for tax purposes the employment base is three and a half times larger with RSUs. And, unlike an option, an RSU does not let you choose the moment: you are taxed when the share reaches you, whether you like it or not.
The double trigger and years piling up
In most RSUs of listed companies, each tranche is delivered on vesting and taxed in its year. The problem arises with double-trigger RSUs, common in companies before they list. The first trigger is time; the second, a liquidity event. Until the second arrives, there is no delivery and no income. When it arrives, all the accumulated tranches are delivered at once.
The guide on RSUs and the double trigger explains the mechanics. Here we look at its effect on Sofía.
Sofía's figures, step by step
Assume an exchange rate of 0.90 € to the dollar on the day of delivery. It is an example figure; in reality the rate for the day is used.
- Shares delivered: 4,500.
- Unit value on the day of delivery: 42 USD.
- Total value: 4,500 × 42 = 189,000 USD.
- In euros: 189,000 × 0.90 = 170,100 €.
- All of it is employment income in kind for 2026, added to her salary for that year.
Had those same shares been delivered quarter by quarter since 2022, the income would have been spread over five returns and taxed at lower marginal rates in the early years. With the double trigger, four years of pay fall into one. The Spanish income tax scale is progressive, so the concentration makes the whole more expensive even though the total value is the same.
Why has she received fewer shares than she had?
Sofía expected to see 4,500 shares in her account and sees quite a few fewer. It is almost always sell-to-cover or net settlement: the company withholds or sells part of them to cover taxes. What you need to know is that the withheld shares are still part of her income. She declares the value of all 4,500, not only of those she receives net. In return, if the amount withheld was paid in Spain as a payment on account, she can deduct it from her tax; if it went to another country, it will have to be checked with the client's adviser there what has been paid and to whom.
If the delivery did not go through the Spanish subsidiary's payroll, it is possible that nothing has been paid in Spain. We describe that situation in nothing has been withheld.
After a stock market listing there is usually a lock-up period during which you cannot sell. If the price drops during that period, the employment income has already accrued at the value on the day of delivery, and the later loss only counts as a capital loss in the savings base. There is no way to guarantee that the loss can be used against the tax on the employment income.
Is any reduction available?
Employment income generated over more than two years and allocated to a single period may, in principle, qualify for the 30 % reduction in article 18.2, with a cap of 300,000 € of income to which it applies and with the rule that excludes it if you already used it in the five previous periods. In double-trigger RSUs, the generation period of the first tranches clearly exceeds two years; for the last ones, it may not. Each tranche must be looked at separately and the result is not guaranteed. The full reasoning, with its risks, is in the 30 % reduction.
Continuing with Sofía, and only as an illustration of the mechanism: if part of her 170,100 € related to tranches with a generation period of more than two years and the reduction turned out to apply, that part would be included at 70 %. The real calculation requires assigning each tranche to its grant date and checking that she did not apply the reduction to other income in the previous five years.
You can send us the vesting schedule, the delivery notice and the broker statement through the equity form. With those three documents each tranche can be reconstructed.
Selling the shares she received
When Sofía sells, she will calculate a capital gain or loss. Her acquisition value will be the value at which each share was taxed as employment income, because that is the actual cost the law recognises for shares received in kind. If she sells 3,000 shares at 45 USD with an assumed rate of 0.92:
- Transfer value: 3,000 × 45 × 0.92 = 124,200 €.
- Acquisition value: 3,000 × 42 × 0.90 = 113,400 €.
- Gain: 10,800 €, less selling costs.
Each lot keeps its own cost. If she received shares on several dates, the ones she sells first are the oldest, and it is sensible to have the table of lots to hand before preparing the return.
Other obligations that come with the delivery
Receiving 170,000 € in shares at a stroke can take Sofía above the threshold of Modelo 720, the Spanish return declaring assets held abroad, in the securities block and, depending on her total assets, require her to look at the Spanish wealth tax. If she were under the regime of article 93, the treatment of her employment income would change completely: it is explained in RSUs under the Beckham regime.
RSUs, options and share purchase plans are dealt with together on the Salama Tax page devoted to pay in shares, which also sets out what documentation each case calls for.