Employment related securities bulletin 62

In December 2025, HM Revenue & Customs published the Employment Related Securities Bulletin (November 2025). The bulletin contains details from Autumn Budget 2025, including on the Private Intermittent Securities and Capital Exchange System (PISCES), Enterprise Management Incentives (EMI) and the published summary of responses to the Share Incentive Plans (SIP) and Save As You Earn (SAYE) 2023 call for evidence.  You can find our article on the Autumn Budget delivered on 26 November 2025  here.

Private Intermittent Securities and Capital Exchange System (PISCES)

PISCES is a new type of private stock market for facilitating the secondary trading in shares of private company shares. It is designed to support private companies to grow.

The Financial Conduct Authority have approved the London Stock Exchange and JP Jenkins to operate PISCES platforms.

On 15 May 2025 , the government had announced that it would introduce legislation in the Finance Bill 2025-26 to allow companies to amend their existing contracts relating to EMI and Company Share Option Plan (CSOP) to include a sale on a PISCES platform as a specified exercise event.

Following feedback from consultation, the previously published legislation was amended. The updated legislation allows contracts relating to EMI and CSOP options, granted prior to 6 April 2028, to be amended to include a sale on a PISCES platform as a specified exercise event without losing the tax advantages the scheme offers. This is provided that all other requirements of the schemes are met.

The government expects that this change will support scaling companies to achieve liquidity and allow their key employees to more easily reap the benefits of EMI and CSOP options.

What does the change mean in practice?

Companies will be able to amend all EMI and CSOP option agreements granted before 6 April 2028 to allow a sale on a PISCES platform as an exercisable event, with the opportunity to benefit from the tax advantages associated with these options. The inclusion of PISCES in existing EMI or CSOP or EMI options will be treated as if it had been included in the option agreement since the grant of the option and therefore will not be treated as a change to the fundamental terms of the option and not cause the loss of associated tax advantages.

Companies are to inform the option holders either by a supplementary written agreement amending an existing EMI or CSOP agreement or by notifying the employee in writing of the amendment.

There will be no change to the way employment related securities are reported to HMRC. Further, no change is required to the existing EMI or CSOP templates.

Changes to EMI

Two main changes to EMI schemes have been introduced as part of the government’s entrepreneurship package in the Autumn Budget 2025. These are (i) increases to EMI thresholds, and (ii) removal of EMI notification.

EMI schemes are targeted share option schemes designed to support small and medium-sized enterprises in recruiting and retaining individual employees. Companies can choose which eligible employees receive options, how many options each selected employee receives, the exercise price and vesting conditions.

The government will introduce legislation in the Finance Bill 2025-26 to expand EMI scheme limits from 6 April 2026 to allow more companies to benefit from the tax relief. EMI options granted by eligible companies, on or after 6 April 2026 will be subject to the expanded limits:

• the value of company options (from £3 million to £6 million)
• the value of gross assets (from £30 million to £120 million)
• the number of employees (from 250 to 500)
• the maximum holding period (from 10 years to 15 years)

For options granted before 6 April 2026 the original scheme limits will apply. There will be no change to the reporting requirements for the first year. It will be mandatory for employers to declare their eligibility for the increased thresholds when reporting through the online service from 6 April 2027.

However, the increase in the limit on the exercise period can be applied retrospectively to existing options that have not expired or been exercised — provided that these options are amended in line with the legislation, the tax advantages will be retained. No specific change to the reporting requirements relating to the maximum holding period will be required.

Removal of EMI notification

For EMI options granted after 6 April 2027, legislation will be introduced in the Finance Bill 2026-27 to remove the requirement for a company to submit a notification of a grant of EMI options. Instead, HMRC will require the information relating to the grant of options to be included in the EMI end of year returns from 6 April 2028.

Share Incentive Plans (SIP) and Save As You Earn (SAYE) call for evidence summary of responses

Following the issue of a call for evidence by the previous government, the government published the Summary of Responses to the Call for Evidence on the SIP and SAYE share schemes in the Autumn Budget 2025.

For further information please contact JD Ghosh (jd.ghosh@mm-k.com) Stuart James (stuart.james@mm-k.com) or Paul Norris (paul.norris@mm-k.com).

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