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.
Daniel Okafor holds dual British and Nigerian nationality and has lived in Barcelona since 2022. On 31 December 2025, his Morgan Stanley portal shows three things: 20,000 unexercised options, 3,000 RSUs still to vest and 1,500 shares in the parent company that he received on exercising options in 2024. The portal adds everything up under a "total value" of more than 400,000 USD. Daniel wants to know which part of that figure he has to declare in Modelo 720, the Spanish information return on assets held abroad. Almost the whole of the portal's figure stays out; only the shares that are already his count.
What the rule actually requires
Modelo 720 implements article 42 ter of the Spanish Regulation on tax management and inspection, approved by Royal Decree 1065/2007. As far as equity is concerned, it requires residents to report assets located abroad that they hold on 31 December, and specifically:
- securities or rights representing a holding in any kind of legal entity;
- securities representing the transfer of one's own capital to third parties;
- securities contributed for management to any legal instrument, including trusts.
The information includes the number and class of shares held and their value. The key reading for Daniel is in the first category: what is declared is securities representing a holding in the company, not rights to acquire one in the future.
Why unexercised options are not securities for this purpose
An employee option is a contractual right against the company to buy shares at a set price, usually non-transferable and subject to conditions. Until it is exercised, its holder is not a shareholder: they do not vote, do not receive dividends and have no stake in the capital. That is why unexercised options do not fit the category of securities representing a holding in an entity. The same applies, all the more so, to unvested RSUs, which are nothing more than a promise of future delivery.
This conclusion rests on the nature of the right, and there is no list in the rules that names employee options. If a plan granted transferable, listed options, the analysis could change, and it would have to be studied with the document in hand. In the guide on equity and Modelo 720 we work through the doubtful cases.
| What appears on the portal | Is it a security for the 720? | Reason |
|---|---|---|
| Options granted and not exercised | No | It is a right to buy, not a holding |
| RSUs still to vest | No | No shares have been delivered yet |
| Shares received on exercise or vesting | Yes | They are a holding in the company |
| Cash in the broker account | May fall in the accounts block | Depends on how the institution holds it |
Daniel's figures on 31 December 2025
Suppose the share closes the year at 38 USD and the exchange rate on that date is 0.90 € to the dollar. The figures are for the example:
- Shares he owns: 1,500.
- Value: 1,500 × 38 = 57,000 USD.
- In euros: 57,000 × 0.90 = 51,300 €.
- Threshold for the securities block: 50,000 €.
- Result: Daniel exceeds the threshold and must file the 720 with his shares under key V, unless he also has other foreign securities or insurance that must be added to the same block.
The 20,000 options and the 3,000 unvested RSUs are not added, even though the portal gives them a value. If Daniel also had an investment fund abroad (key I) or a life insurance policy with a foreign insurer (key S), the amounts would be added together to see whether the block exceeds 50,000 €. Bank accounts (key C) and real estate (key B) form separate blocks. The details are in the three blocks of the 720.
What happens the following year
Once the 720 has been filed, it does not have to be repeated every year, unless the combined value of the block rises by more than 20,000 € compared with the last return. Imagine that in 2026 Daniel receives 600 more shares as RSUs vest and that on 31 December 2026 the share is worth 45 USD at a rate of 0.90:
- Shares: 1,500 + 600 = 2,100.
- Value: 2,100 × 45 × 0.90 = 85,050 €.
- Increase over the amount declared: 85,050 − 51,300 = 33,750 €.
- It exceeds 20,000 €: a new return is compulsory.
The guide on when the 720 has to be filed again covers every case. Changes are frequent for employees with equity, because each vesting or exercise adds shares and the share price moves.
The regulation extends the reporting obligation to anyone who held the securities at some point in the year and ceased to hold them before 31 December. If Daniel sells his shares in 2027, his 720 for that year will have to reflect the disposal. Exercising and selling on the same day (cashless) can produce a holding lasting a few hours that is also worth reviewing.
Listed or not: the value that is reported
The 720 does not ask for the market value shown on an employee portal, but for the value of the securities under the form's own rules. For listed shares, the usual approach is to take the closing price for the year, converted at that date's rate. For shares in a company that is not listed, the figure is more delicate: there is no quoted price, and the value in the company's latest valuation report need not coincide with the one the instructions ask for. In those cases it is worth documenting where the figure comes from. We deal with it, from the income tax side, in what value to use if my company is not listed.
If you did not file it in time
Many employees discover the 720 years later. The specific penalty regime that used to apply was struck down by the judgment of the Court of Justice of the European Union of 27 January 2022 (case C-788/19), and late filing is now subject to the general rules. That does not mean it has no consequences. The guide on 720 penalties after the CJEU judgment explains what is still standing, and we cannot predict the outcome of any particular case.
You can send us your broker statements as at 31 December of each year through the equity form so that we can reconstruct which years exceeded the threshold and in which there was a large enough increase.
Who is not required to file
Anyone taxed under the special regime of article 93 is not required to file the 720, although their spouse or other relatives who did not opt for the regime may be; we deal with this in the Beckham regime and shares. And anyone who is not tax resident in Spain on 31 December does not file the 720 for that year either, because the obligation covers residents only.
The 720 rules as applied to options, RSUs and employee shares are part of the Salama Tax page on equity, which also indicates which statements are worth downloading at the close of each year.