The STJ has held that stock options and social security contributions do not go together when it comes to gains realised upon the exercise of options.
The 1st Panel of the Superior Tribunal de Justiça (STJ, Brazil’s Superior Court of Justice) ruled on Theme 1379 (binding repetitive appeals theme) on 14/10/2026. The court held that stock options and social security contributions do not meet: social security contributions and contributions payable to third-party entities do not levy on gains obtained upon the exercise of share purchase options. In practical terms, a company that maintains a plan of this kind now has a favourable precedent for reassessing its payments.
What a company with a stock option plan should check now
The first step is to map out the plans currently in force. Next, it is advisable to separate the amounts paid over the years. It is also useful to identify who exercised the options and on what date.
- the rules governing each option plan;
- the contributions already paid on the gains;
- any ongoing administrative or judicial proceedings.
In our view, the decision supports a review of the treatment given to such plans, but the conclusion for each company depends on the design of the plan and on the final wording of the thesis.
The next concrete step is therefore to compare the STJ’s position with the rules governing each plan.
Read further legal news with commentary from the firm and the articles by Moraes de Freitas Advogados.