VOIDPaper only: marks a form on a sheet that should be ignored. It is not a correction; a filed return is undone with a corrected return.How corrections workCORRECTEDChecked on a return that replaces one already filed. Which fields to repeat, and whether two returns are needed, depends on the error.Type 1 vs Type 2 correctionsCorporation's nameWhat goes hereThe corporation whose stock is being transferred. It must file Form 3922, including when its agent records the transfer of legal title.Check the filer blockBox 1: Date option grantedWhat goes hereThe date the option under the employee stock purchase plan was granted.Watch forBoxes 3 and 8 are measured on this date. The form is needed only when the exercise price was less than 100% of the stock's value on this date, or was not fixed or determinable on it.Click to open the row in the box tableBox 2: Date option exercisedWhat goes hereThe date the option was exercised.Watch forThis is not the date in box 7. The form is filed for the calendar year in which the first transfer of legal title of the shares is recorded.Click to open the row in the box tableCorporation's federal identification numberWhat goes hereThe corporation's federal identification number.Watch forA filer's TIN may never be truncated on any copy. Only the employee's number may be truncated, and only on the employee's statement.Check the filer blockEmployee's identification numberWhat goes hereThe employee's (transferor's) TIN.Watch forYou may truncate it on the employee's statement, but never on the copy filed with the IRS.Match it before you fileBox 3: Fair market value per share on grant dateWhat goes hereThe fair market value of one share of stock on the date the option was granted (box 1).Click to open the row in the box tableBox 4: Fair market value per share on exercise dateWhat goes hereThe fair market value of one share of stock on the date the option to purchase the stock was exercised (box 2).Watch forUse the exercise date value here and the grant date value in box 3; the two are easy to swap.Click to open the row in the box tableEmployee's nameWhat goes hereThe employee who acquired the shares by exercising the option. The instructions call this person the "transferor": enter that person's name, address and TIN.Watch forNot required for a nonresident alien employee to whom you were not required to give a W-2 for any year from the grant through the first transfer of legal title.Which name goes firstBox 5: Exercise price paid per shareWhat goes hereThe price actually paid per share on the date the option was exercised.Watch forThis is the price paid. When the price was not fixed at grant, the as-if-exercised-at-grant price goes in box 8 as well.Click to open the row in the box tableBox 6: Number of shares transferredWhat goes hereThe number of shares to which legal title was transferred.Watch forOnly the first transfer of legal title is reported. When shares go straight into a brokerage account for the employee under an agreement with a broker, that deposit is the first transfer.Click to open the row in the box tableEmployee's street addressWhere the recipient copy is mailed. From the W-9 line 5; the IRS does not match it, but an undeliverable copy is a furnishing failure.Box 7: Date legal title transferredWhat goes hereThe date legal title of the shares was first transferred.Watch forThis date sets the reporting year. Copy B goes to the employee by January 31 of the next year and Copy A to the IRS by February 28, or March 31 if you file electronically.Click to open the row in the box tableEmployee's city or townCity of the mailing address, from the W-9 line 6.Box 8: Exercise price per share determined as if the option was exercised on the grant dateWhat goes hereThe exercise price per share figured as if the option had been exercised on the grant date in box 1.Required whenThe exercise price per share was not fixed or determinable on the grant date. If it was fixed or determinable then, leave box 8 blank.Click to open the row in the box tableAccount numberWhat goes hereYour account number for the employee.Required whenYou have multiple accounts for a transferor for whom you file more than one Form 3922. The IRS encourages an account number on every Form 3922.Hover over a box for what goes in it; click to open its row in the table below. On a touch screen, tap the box to jump to the row.
Who must file Form 3922
Every corporation that records, or has its transfer agent record, the first transfer of legal title of a share of stock acquired by an employee under an employee stock purchase plan meeting section 423(c), where the exercise price was less than 100% of the stock's value on the grant date (or was not fixed or determinable on that date), must file Form 3922 for each transfer and furnish a statement to the employee. The corporation whose stock is transferred files. A deposit of purchased shares into a brokerage account in the employee's name is a first transfer of legal title.
No form is required for a transfer by an employee who is a nonresident alien to whom the corporation is not required to furnish a Form W-2 for the relevant period.
Threshold: All amounts, every first transfer of legal title of shares acquired under an ESPP where the purchase price was less than 100% of fair market value, or was not fixed on the grant date.
What is reported, box by box
| Box | What it reports | Notes |
|---|---|---|
| 1 | Date option granted | All transfers, no dollar threshold, when the exercise price was under 100% of value at grant or not fixed then. The date the option was granted. Boxes 3 and 8 are measured on this date. |
| 2 | Date option exercised | The date the option was exercised. It is not the box 7 date, which is the first transfer of legal title and sets the reporting year. |
| 3 | Fair market value per share on grant date | The fair market value of one share on the grant date in box 1. |
| 4 | Fair market value per share on exercise date | The fair market value of one share on the exercise date in box 2. Do not swap it with box 3. |
| 5 | Exercise price paid per share | The price actually paid per share on the exercise date. |
| 6 | Number of shares transferred | The number of shares to which legal title was transferred. Only the first transfer is reported; a deposit straight into the employee's brokerage account under an agreement with a broker counts as that first transfer. |
| 7 | Date legal title transferred | The date legal title was first transferred. It sets the reporting year: Copy B to the employee by January 31, Copy A to the IRS by February 28, or March 31 if you file electronically. |
| 8 | Exercise price per share determined as if the option was exercised on the grant date | Only when the exercise price was not fixed or determinable on the grant date: the price per share as if the option had been exercised on the box 1 date. Otherwise leave it blank. |
Box titles follow the current revision of the form. The IRS reads the payer and recipient name, TIN, address, account number and the money boxes; the state boxes are for the state copy only.
Payments that are not reported on Form 3922
- Plans that sell at full fair market value with a price fixed at grant (no section 423(c) reporting), and nonqualified plans.
- Transfers by nonresident aliens with no W-2 requirement for the period.
Due dates and extensions
| Copy | Due | For 2026 returns |
|---|---|---|
| To the IRS, paper | February 28 | Monday, March 1, 2027 (February 28 is a Sunday) |
| To the IRS, electronic | March 31 | Wednesday, March 31, 2027 |
| To the recipient | January 31 | Monday, February 1, 2027 (January 31 is a Sunday) |
An automatic 30-day extension is available on Form 8809, filed by the due date on paper or through IRIS; a second 30 days requires a hardship showing. Recipient statements can be extended 30 days on Form 15397, online or by fax only. 10 or more information returns of any type in aggregate must be e-filed (T.D. 9972); IRIS is the only IRS intake system from filing season 2027, FIRE having been retired. A payer who e-files the originals must e-file the corrections.
For 2026 forms filed in 2027: January 31 falls on a Sunday, so that deadline moves to Monday, February 1, 2027; February 28 also falls on a Sunday, so the paper deadline moves to Monday, March 1, 2027. March 31 (electronic) and March 15 are weekdays. February 28 does not become February 29 in a leap year. The compliance calendar has every date with the weekend shifts applied.
Withholding and TIN matching
As with Form 3921, nothing is paid and nothing is withheld; backup withholding and the IRS TIN Matching program do not apply. The employee record is the payroll record, reconciled to the equity platform and the transfer agent, which is where the three-way name mismatch can occur.
Name and TIN errors on this form
Every information return is matched by the IRS on the first four characters of the payee's name (the name control) against the TIN. A mismatch produces a CP2100 line the following autumn and, unless the solicitation record is in order, a 972CG penalty the year after: $340 per return for 2026 forms filed in 2027 that are late or wrong, $690 for intentional disregard, with annual maximums of $4,191,500 ($1,397,000 for small filers) under Rev. Proc. 2025-32. The errors that recur on Form 3922:
- Transfer agent records. The form is triggered by the transfer agent's book entry; the name on that entry is what gets reported. Keep it identical to payroll.
- Multiple purchase periods produce multiple forms for the same employee in one year, each with its own dates and prices.
The name control calculator shows what the IRS will derive from a name line, and the CP2100 guide covers what to do when the notice arrives.
Recipient statements and substitutes
The recipient statement for Form 3922 need not be a copy of the official form: a substitute may be combined with other account statements or reports, provided every required item is numbered and titled as on the official form, the tax year, form number and form name appear together, the recipient instructions are included, and, for the forms Pub 1099 lists, a telephone number with direct access to someone who can answer questions is shown. Publication 1179 (Rev. Proc. 2026-18) has the specifications; logos, slogans and advertising are not permitted on the statement itself. Statements may be furnished electronically only to a recipient who has affirmatively consented in a way that shows they can access the format, after the disclosures in Pub 1099 part M, and must stay posted through October 15. Copy B may show a truncated TIN (xxx-xx-1234); the IRS copy never may. The consent rules for furnishing statements electronically are under review: Notice 2026-4 asked for comments (due May 23, 2026) on whether the broker rules, and then the rules for every other payee statement, should change.
Corrections and state copies
A wrong amount, code or checkbox is a Type 1 correction: one corrected return with the CORRECTED box checked. The wrong form type is a Type 2 correction: a zeroed-out copy of the original plus a new original, in that order. A wrong or missing payee TIN or name is also Type 2 on paper, but IRIS corrects it in one step on the original record (Publication 5717). Publication 1099 also says you are not required to file a correction for a missing or incorrect TIN if you meet the reasonable-cause standard, only to use the right TIN on the next return, although the IRS encourages the correction. Details and the paper error charts are on the 1099 corrections page.
Form 3922 is not in the Combined Federal/State Filing program, so any state that requires it must receive it directly. Requirements by state are on the state pages.
Questions people ask about Form 3922
The shares went straight into the employee's brokerage account. Is that a transfer of title?
Yes; the first transfer of legal title, including into an account in the employee's own name, triggers the form.
Do we also report on the W-2?
Ordinary income from a disqualifying disposition, and the discount in a qualifying disposition, are W-2 items in the year of sale; the 3922 supplies the figures.
Is 3922 in the Combined Federal/State program?
No.
Other federal forms
1042-S · 1097-BTC · 1098 · 1098-C · 1098-E · 1098-F · 1098-Q · 1098-T · 1098-VLI · 1099-A · 1099-B · 1099-C · 1099-CAP · 1099-DIV · 1099-G · 1099-INT · 1099-K · 1099-LPS · 1099-LS · 1099-LTC · 1099-MISC · 1099-NEC · 1099-OID · 1099-PATR · 1099-Q · 1099-QA · 1099-R · 1099-S · 1099-SA · 1099-SB · 3921 · 5498 · 5498-ESA · 5498-QA · 5498-SA · 5498-TA · W-2G · 1099-DA · Comparison table
Sources: IRS Publication 1099 (2026), General Instructions for Certain Information Returns, which replaced the separate General Instructions starting with tax year 2026; Instructions for Forms 3921 and 3922 (Rev. April 2025); Pub 1099 (2026); IRC 6039IRC 6039Internal Revenue Code, Cornell LII, 423; Regulations 1.6039-1. Threshold amounts are indexed for inflation from calendar year 2027; check IRS.gov/InflationAdjustment for the current year.