Supreme Court ties exercised-option premiums to share sale proceeds

Højesteret has held that premiums on exercised call options must be taxed with the underlying sharesDomsdatabasen, with the premium or a proportionate part included in the shares’ disposal proceeds. Its judgment of 4 September 2026 in Nykredit Bank A/S, formerly Spar Nord Bank A/S, v Skatte- og Vækstministeriet also confirms trading-share treatment for the bank’s extraordinary purchases of shares in a mortgage-credit institution.

Spar Nord bought the shares from other shareholders in 2014Domsdatabasen, when it was already a shareholder in the institution. The transfer agreements gave the selling financial institutions call options to repurchase the sharesDomsdatabasen. Those rights expired after five yearsDomsdatabasen. The sellers had to pay annual premiums for the shares that had not been repurchased under the optionsDomsdatabasen.

The court’s summary distinguishes the tax treatment of premiums according to whether the options were exercised. Where they were exercised, the premium, or a proportionate share of it, had to be allocated to the disposal proceeds of the underlying sharesDomsdatabasen. Where they were not exercised, there was no underlying disposed-of asset with which to tax the premiumDomsdatabasen; those payments were taxable under statsskattelovens § 4Domsdatabasen. The distinction therefore matters when determining whether a premium forms part of share disposal proceeds or is taxed separately under that provision.

On share classification, Højesteret stated that a financial institution carries on share trading regardless of the scale or manner of its tradingDomsdatabasen. All shares it acquires are presumed to be næringsaktierDomsdatabasen. Rebuttal requires very clear evidence that acquisition was solely for investment, without also contemplating resale for profitDomsdatabasen. The bank had not discharged that burdenDomsdatabasen, and the shares were therefore trading shares for tax purposesDomsdatabasen.

The court also required very clear evidence that an original resale intention had been abandoned before shares could be treated as transferred to the investment portfolioDomsdatabasen. A long holding period alone was insufficientDomsdatabasen. Both acquisition purpose and any claimed subsequent change of intention thus remain relevant to assessing investment classificationDomsdatabasen. Højesteret affirmed the High Court’s result.

The legal basis is Højesteret’s judgment in BS-37257/2025-HJR and statsskattelovens § 4.