RSUs in Spain. That the figure does not exist in Spanish law is not a technicality: it means your case is settled by reading your plan and your residence history, not by applying a general rule. Two people at the same company, with the same grant, can end up paying different amounts.
Marta Ibáñez lives in Valencia and works for the Spanish subsidiary of Nimbal Inc., a software company based in Delaware. In March 2022 she was granted 8,000 options over shares in the parent company at an exercise price of 4 USD, with a four-year vesting schedule and a one-year cliff. In 2025 she exercised all of them when the share was worth 19 USD, and in 2026 she sold at 23 USD. Her question is the one almost everybody who receives options asks: did I pay anything in 2022, when I was given them? And every year as they vested? The short answer is that, with non-transferable options like hers, Spanish income tax (IRPF) sees no income until the day she exercises them, and looks again when she sells.
Four dates that the plan blends together and the tax code keeps apart
An option plan talks about grant, vesting, exercise and sale. They are four distinct legal events, and each has a different effect on your tax return:
| Moment | What happens legally | Effect on Spanish income tax |
|---|---|---|
| Grant | You receive a future right, subject to conditions, which you cannot sell or assign | None while the right is non-transferable |
| Vesting | The service condition is met and you can now exercise | None: you have not yet acquired anything |
| Exercise | You pay the exercise price and receive shares worth more | Employment income in kind for the difference |
| Sale | You transfer the shares to a third party | Capital gain or loss in the savings base |
The guide on the three moments of an option sets out the full reasoning. Here we apply it to Marta's case with figures.
Why the grant produces no income
Article 17.1 of the Spanish Income Tax Act treats as employment income any consideration or benefit deriving from the employment relationship, whether in cash or in kind. The decisive word is "benefit". On the day of the grant, Marta cannot sell her options, cannot give them away and, if she leaves the company before the first year, she loses them. Nothing has entered her estate with a value she could realise.
That is why the grant of non-transferable options is not declared. The nuance matters: if a plan granted freely tradable options, with a value of their own on a market, the analysis could be different and would have to be studied against the specific document. Almost all employee plans of US companies prohibit transfer, but it is worth confirming this in the transferability clause before taking anything for granted.
Vesting is not the taxable event either
On each anniversary, part of Marta's options went from "unvested" to "vested". Many employees believe they are taxed on that day because their broker portal shows a notional value. They are not: vesting only means the service condition has been met and you can now decide to exercise. Until you exercise, you still hold a right, not shares.
With RSUs the story is different, because there vesting coincides with the delivery of shares. We explain it in how RSUs are taxed.
Exercise: the calculation step by step
In 2025 Marta exercises the 8,000 options. She pays 4 USD per share and receives shares that are worth 19 USD that day. The law taxes the advantage: what she obtains below its market value. Article 42.1 defines income in kind as obtaining goods or rights for less than their normal market price, and article 43.1 requires it to be valued at its normal market value.
Let us assume, purely for the example, that the exchange rate on the day of exercise is 0.92 € to the dollar:
- Market value of what she receives: 8,000 × 19 USD = 152,000 USD.
- Price paid: 8,000 × 4 USD = 32,000 USD.
- Difference (spread): 152,000 − 32,000 = 120,000 USD.
- Conversion at that day's rate: 120,000 × 0.92 = 110,400 €.
Those 110,400 € are employment income for the 2025 tax year, because article 14.1.a) allocates employment income to the period in which it becomes due, and the advantage materialises on exercise. They are added to her salary and taxed in the general base under the scale of her autonomous region. If vesting and exercise fall more than two years after the grant, the 30 % reduction may be worth studying, with its limits.
If you have a grant schedule similar to Marta's, you can send us the plan and your broker statements through the equity form so that each exercise is placed in its year.
The sale: your cost is not only what you paid
In 2026 Marta sells the 8,000 shares at 23 USD. We now assume a rate of 0.90 € to the dollar on the date of sale.
- Transfer value: 8,000 × 23 USD = 184,000 USD × 0.90 = 165,600 €.
- Acquisition value: the exercise price paid (32,000 USD × 0.92 = 29,440 €) plus the amount already taxed as employment income (110,400 €). Total: 139,840 €.
- Capital gain: 165,600 − 139,840 = 25,760 €, less any selling commissions she has borne.
Step two is where we see the most mistakes. If Marta entered as her cost only the 29,440 € that came out of her pocket, she would be taxed twice on the same 110,400 €: once as salary in 2025 and again as a gain in 2026. Article 35 of the Act takes as acquisition value the actual amount of the acquisition, and that actual amount includes the value already taxed in kind. The annual reports of US brokers usually show a cost basis that does not match the Spanish one, so it is unwise to copy it without checking.
Many plans offer a cashless exercise or sell-to-cover: you exercise and sell at the same moment. The capital gain will be practically nil, but the employment income on the spread still exists and is declared in full. Not having seen any shares in your account does not mean you have had no income. Nor is there any guarantee that Hacienda, as the Spanish tax authority is commonly called, will accept a value different from that day's quoted price if the company is listed.
Currencies, dates and the paperwork worth keeping
Each amount is converted at the exchange rate of its own date: the spread at the rate on the day of exercise, the sale at the rate on the day of sale. A single annual average rate reflects neither transaction. Keep the exercise confirmation, the sale statement and the plan document. If your company issues a US form showing that day's market value, it serves as evidence of the figure, but the Spanish classification is made under Spanish law.
It is also worth checking whether the Spanish subsidiary included the spread in your withholding certificate. Sometimes it does and sometimes it does not; we explain the second case in nothing has been withheld. And if you are torn between exercising this year or waiting, the question has more to do with risk than with tax: we deal with it in exercise now or wait.
What changes if you were not resident the whole time
The scheme above assumes Marta was tax resident in Spain from grant to sale. If she worked part of the vesting period in another country, the split of the spread between States depends on the applicable treaty and on the days worked in each one. How the other country treats its share is confirmed by the client's adviser there; we coordinate with them. If you arrived in Spain under the special regime of article 93, the rules are different and you should read stock options and the Beckham regime.
A useful timeline for Marta
| Year | Event | What Marta declares |
|---|---|---|
| 2022 | Grant | Nothing |
| 2023–2025 | Annual vesting | Nothing |
| 2025 | Exercise of 8,000 options | 110,400 € of employment income in kind |
| 2026 | Sale of 8,000 shares | 25,760 € of capital gain, less selling costs |
In addition, from the exercise onwards she holds foreign shares, which raises the question of Modelo 720, the Spanish return declaring assets held abroad, if they exceed the thresholds. None of these calculations guarantees an outcome in a tax audit: the market value, the dates and the exchange rate can be disputed, and the prudent course is to hold the documentation for each of them.
Options, RSUs and the other employee equity instruments have their own page within Salama Tax, where we explain how each moment fits into the annual return and what information needs gathering before filing it.