My company was acquired and I got cash plus shares of the new company for my RSUs — is that one taxable event or two?

Treat it conservatively as one taxable exchange of your old shares. The cash you received is straightforward sale proceeds. The new shares you received are also, in the commonly followed conservative view, treated as consideration received at their fair market value on the exchange date — so the capital gain is computed on cash plus the FMV of the new shares, against your original cost basis. There is no specific provision under Indian law exempting foreign share-for-share mergers the way Section 47 exempts certain Indian company amalgamations, so this is an area where your CA's view matters.

What acquisition date and cost basis do I use for the new company's shares in Schedule FA?

The acquisition date is the merger's effective/exchange date, not the original vest date of your old shares. The cost basis (initial value in Table A3) is the fair market value of the new shares on that exchange date, converted to INR at the SBI TTBR on that date.

What happens to unvested RSUs when my employer is acquired?

Unvested grants are usually converted into an equivalent unvested grant of the acquiring company's stock, at a set exchange ratio, with vesting continuing on the original schedule. No shares are delivered and no tax event happens at conversion — it is disclosed as unvested beneficial interest in Table A3, held in the new company from the conversion date. Tax and initial-value rules apply as usual once each converted unit actually vests.

Does the merger show up in Schedule FA even if I don't sell anything?

Yes. Table A3 needs a row for the old company's shares showing them leaving the account (closing value 0, with any cash/stock consideration as proceeds) and a new row for the acquirer's shares you received, with their own initial value and acquisition date — the same treatment as any other disposal and acquisition during the calendar year.

Company Merger or Acquisition: How to Report RSUs in Schedule FA

7 min read · Published July 2026 · Applies to AY 2025-26 and AY 2026-27

Read this first: unlike most topics on this site, there is no specific Indian tax provision written for a foreign company's merger consideration. Section 47 of the Income Tax Act exempts certain share exchanges only for amalgamations of Indian companies meeting the Section 2(1B) definition — it does not extend to a US (or other foreign) company being acquired. What follows is the conservative, commonly applied practice. Confirm the specifics of your deal structure with a chartered accountant before filing.

When your US employer is acquired, your broker statement usually shows something confusing: your old company's shares disappearing, replaced by a cash credit and/or shares of the new company — often at a value that doesn't obviously match what you thought you held. The two components need to be pulled apart for Indian tax purposes, and they behave differently depending on whether the shares were already vested and sitting in your account, or still unvested.

Two different situations

	Vested shares you already held	Unvested RSU grants
What happens at the merger	Exchanged for cash and/or new shares	Converted into an equivalent unvested grant of the acquirer's stock, at a set ratio
Tax event at conversion?	Yes — a disposal of the old shares	No — vesting simply continues on the acquirer's stock
Schedule FA impact	Old shares: closing value 0 + proceeds. New shares: new Table A3 row	Beneficial interest row continues, now against the acquirer

Vested shares — the cash-plus-stock merger

Most cash-plus-stock mergers convert each of your old shares into a fixed cash amount plus a fixed number (or fraction) of the acquirer's shares. Two components, treated as follows:

Cash portion — straightforward. It is sale proceeds for that portion of your holding.
Stock portion — the conservative practice most CAs follow, absent a specific reorganization exemption, is to also treat this as consideration received: the fair market value of the new shares on the exchange date counts alongside the cash toward your total sale proceeds for the old shares.

Total capital gain = (cash received + FMV of new shares received) − cost basis of the old shares (their FMV at vesting, per the usual RSU rule). Whether this gain is short-term or long-term follows the same 24-month unlisted-foreign-security threshold as any other foreign share sale, measured from your original vest date to the merger's exchange date.

Worked example:
Priya holds 100 vested shares of Company A, acquired at vest 3 years ago at a cost basis of $50/share ($5,000 total). Company A is acquired by Company B: each A share converts into $30 cash + 0.5 B share. B trades at $80 on the exchange date.

Cash received: 100 × $30 = $3,000
B shares received: 100 × 0.5 = 50 shares, FMV = 50 × $80 = $4,000
Total deemed consideration: $3,000 + $4,000 = $7,000
Cost basis of the 100 A shares: $5,000
Capital gain: $7,000 − $5,000 = $2,000 — long-term, since more than 24 months passed between vest and the merger.

Schedule FA: the 100 A shares get a Table A3 row with closing value 0 and gross proceeds of $7,000 (cash + FMV of stock received) converted at SBI TTBR on the exchange date. A new Table A3 row opens for the 50 B shares, with initial value = $4,000 converted at the exchange-date TTBR, and acquisition date = the exchange date (not Priya's original 3-year-old vest date).

A less conservative alternative view — treating the stock portion as a tax-deferred rollover with substituted cost basis, so gain is recognised only on the cash received and the B shares carry over the original cost basis and holding period — is sometimes argued where the deal is structured as a genuine reorganization. Indian revenue authorities have not published specific guidance either way for foreign mergers. Because the two views produce different tax and different Schedule FA numbers, get your CA's position in writing before filing, and stay consistent with whatever position you take on the cash portion.

Unvested RSU grants — no tax event at conversion

If some of your RSUs had not vested yet, acquirers almost always convert the unvested grant into an equivalent unvested grant of their own stock (using the same exchange ratio as the vested-share consideration, or a ratio set in the merger agreement), with the original vesting schedule carried over. Nothing is delivered to you at conversion, so there is no perquisite tax and no capital gain at that point — the same logic that applies to any unvested RSU.

Continue disclosing it in Table A3 as unvested beneficial interest, now against the acquiring company, from the conversion date.
When each converted unit actually vests, ordinary RSU rules apply: perquisite tax on the FMV at vest, new Table A3 row with acquisition date = the vest date and initial value = FMV on that date.

What to pull from your broker statement

The merger confirmation or 1099-B usually shows, per lot: cash received, number of new shares received, and the FMV used for the new shares on the exchange date. If your statement only shows a lump sum, ask your broker's stock-plan support for the cash/stock split per lot — you need it separately for the capital-gains computation and for the new Table A3 initial value.

Schedule FA side handled automatically

Enter the old shares as a closed lot (proceeds = cash + FMV of new shares) and the new company's shares as a fresh lot with the exchange date as acquisition date. ITRFA.in computes both sides in INR at the correct SBI TTBR.

Open the Schedule FA tool →

Related guides

Informational only, based on current law and common practice (FY 2025-26 / AY 2026-27). There is no codified Indian provision for foreign share-for-share mergers, so treatment can vary by deal structure — confirm with a chartered accountant before filing.