How Stock Option and RSU Tax Works
The key principle across all schemes is that tax is triggered at a specific event — either when you receive the shares (vest, for RSUs) or when you choose to buy them (exercise, for options). A second tax event may occur when you sell the shares, depending on the scheme type.
UK Scheme Comparison
| Scheme | Income Tax at Exercise | NI at Exercise | CGT at Sale | BADR Eligible |
| EMI | None (if at AMV) | None | Yes — 18%/24% or 10% BADR | Yes |
| CSOP | None (approved, up to £60k) | None | Yes — on full gain from grant | No |
| Unapproved | Yes — at marginal rate | Yes — employee NI | Yes — on gain above exercise | No |
| RSU | Yes — on full FMV at vest | Yes — employee NI | Yes — on gain above vest price | No |
UK CGT Rates 2026
Capital gains on shares are taxed at 18% for basic rate taxpayers and 24% for higher and additional rate taxpayers (2024 Autumn Budget rates). Business Asset Disposal Relief reduces this to 10% on qualifying gains for EMI holders who meet the conditions.
Netherlands Box 1 Treatment
In the Netherlands, stock options are taxed as employment income (Box 1) at the moment of exercise. The taxable amount is the spread — the difference between the fair market value at exercise and the exercise price. For RSUs, the taxable event is vest, and the FMV at vest is treated as employment income. Any subsequent gain after exercise or vest may fall into Box 3 depending on whether the shares are listed.
Frequently Asked Questions
What is the difference between EMI and unapproved options?+
EMI (Enterprise Management Incentive) options are HMRC-approved and tax-advantaged. If granted at actual market value, there is no income tax or NI at exercise, and the gain qualifies for CGT treatment. Unapproved options receive no such advantage — the spread at exercise is treated as employment income and taxed at your marginal income tax rate, plus employee NI. EMI eligibility depends on company size, trade type, and individual limits.
What is BADR and how does it apply to EMI options?+
Business Asset Disposal Relief (formerly Entrepreneurs' Relief) reduces CGT to 10% on qualifying gains. For EMI options, BADR can apply if you have held the shares for at least 2 years since the option grant date, you are an employee or director of the company, and the company meets qualifying conditions. The 2-year clock starts from grant, not exercise, which is a significant advantage over non-EMI routes where BADR requires 2 years of share ownership.
When is the best time to exercise options in the UK?+
For unapproved options and RSUs, the income tax event is unavoidable at exercise or vest. For EMI options, the question is mainly about CGT timing. Exercising when the share price is lower means a smaller income component for unapproved options. For EMI, holding shares post-exercise for the BADR 2-year clock means the CGT rate drops from 18%/24% to 10%. Personal tax position, company liquidity events, and whether the shares can actually be sold are all key considerations.
How are options taxed in the Netherlands?+
Dutch tax law treats the spread on stock options as Box 1 employment income at the moment of exercise. The taxable amount is the fair market value at exercise minus the exercise price, multiplied by the number of options exercised. This income is added to your other Box 1 income for the year and taxed at your marginal rate — either 35.75% up to €38.883 or 49.50% above that threshold. RSUs are treated similarly, with the FMV at vest forming the taxable income.
Does employee NI apply to all UK option schemes?+
Employee NI applies to unapproved options and RSUs because the spread or vest value is treated as employment income. EMI and CSOP options are specifically structured to avoid this charge. The employer also faces a NI charge (13.8%) on unapproved and RSU income, which some companies pass to employees or offset through a PAYE settlement agreement. This calculator models employee NI only and does not model employer NI cost.