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 | The first day of the offering period, usually. |
| 2 | Date option exercised | The purchase date. |
| 3 | Fair market value per share on grant date | |
| 4 | Fair market value per share on exercise date | |
| 5 | Exercise price paid per share | |
| 6 | Number of shares transferred | |
| 7 | Date legal title transferred | |
| 8 | Exercise price per share determined as if the option was exercised on the grant date | Needed when the price is not fixed at grant. |
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.
Corrections and state copies
A wrong amount, code or checkbox is a Type 1 correction: one corrected return with the CORRECTED box checked. A wrong or missing payee TIN, a wrong payee name, or the wrong form type is a Type 2 correction: a zeroed-out copy of the original plus a new original, in that order. 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-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-SA · 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 6039, 423; Regulations 1.6039-1. Threshold amounts are indexed for inflation from calendar year 2027; check IRS.gov/InflationAdjustment for the current year.