This Form 3922 2026 guide explains the IRS Transfer of Stock Acquired Through An Employee Stock Purchase Plan Under Section 423(c). Form 3922 identifies the stock transfer information covered by the employee stock purchase plan reporting rules. It provides facts that can matter when shares are later sold. The statement is not itself a final calculation of compensation income or capital gain for every possible disposition.
Reviewed October 31, 2026. This is an independent guide. The version and availability information below identifies the IRS documents used for this page.
What Form 3922 2026 does and who prepares it
A corporation reports a covered transfer of stock acquired through an employee stock purchase plan.
For the connected reporting route, see Form W-2. Keep the role of that document separate from the task explained on this page.
| Official form | Form 3922 |
|---|---|
| IRS title | Transfer of Stock Acquired Through An Employee Stock Purchase Plan Under Section 423(c) |
| Guide period | 2026 |
| Target version | Apr 2025 |
| Availability | Current IRS catalog PDF |
| Last checked | October 31, 2026 |
Get the Form 3922 2026 PDF and check its status
Use the IRS source to confirm the document before completing a real filing. The download link is a reference to the official file; it is not a statement that every copy inside the PDF may be printed and submitted. Follow any instructions about electronic filing, scannable copies, recipient copies or attachments.
Which version of Form 3922 2026 should you use?
The 2026 in the title identifies the tax year or calendar-year information addressed by this guide. For a 2026 income reporting document, the preparation or filing activity may occur in 2027. Do not change the income year simply because the calendar has changed. The exact filing or furnishing date comes from the instructions for this form and the filer circumstances.
Records to gather for Form 3922 2026
- Plan grant and purchase records.
- Dates and exercise-price information.
- Fair market value information.
- Share sale records.
- Related wage and broker statements.
Keep a working reconciliation with these records. It should show the source of each reported item, any correction made before filing and the reason a different amount appears on a connected form. This is especially useful when a statement is corrected or a prior-year balance continues into the current calculation.
How to work through Form 3922 2026
- Identify the issuer and recipient. Check which person or entity prepares the information return and which person receives a statement. Use the correct copy and filing route for that role.
- Reconcile the underlying records. Compare the statement with the transaction, payroll, account or payment records. Resolve duplicate reporting and unexplained differences before carrying a total into a return.
- Read boxes and codes separately. Different boxes can describe different tax categories. A gross payment, a taxable amount, a withholding credit and an identifying code should not be combined as if they were one measure.
- Use the correct return treatment. An information return supplies facts. It does not independently establish every deduction, exclusion, credit or final tax result for the recipient.
- Address corrections at the source. Check the issuer correction process for an incorrect statement. If a related tax return has already been filed, review separately whether that return also needs a correction.
Form-specific IRS instructions and reporting details
The following points retain the operative wording of the IRS documents linked above. Read each point with its stated conditions and the applicable form version. References to another form or section describe a connected requirement; they do not mean that every reader must file every referenced document.
Exercise of an Incentive Stock Option Under Section 422(b) and Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c) Section references are to the Internal Revenue Code unless otherwise noted.
For the latest information about developments related to Forms 3921 and 3922 and their instructions, such as legislation enacted after they were published, go to IRS.gov/Form3921 or IRS.gov/Form3922. You can get the General Instructions for Certain Information Returns at IRS.gov/Form1099GeneralInstructions.
E-filing returns. The Taxpayer First Act of 2019 authorized the reduce the 250-return e-file threshold. T.D. 9972, published February 23, 2023, lowered the e-file threshold to 10 (calculated by aggregating all information returns), effective for information returns required to be filed on or after January 1, 2024. Go to IRS.gov/InfoReturn for e-file options. Information Reporting Intake System (IRIS). The IRS has developed IRIS, an online portal for e-filing information returns. Go to IRS.gov/IRIS for more information.
In addition to these specific instructions, you should also use the current version of the General Instructions for Certain Information Returns. Those general instructions include information about the following topics. • Who must file (nominee/middleman). • When and where to file. • Electronic reporting requirements. • Corrected and void returns. • Statements to recipients. • Taxpayer identification numbers (TINs). • Backup withholding. • Penalties. • Other general topics.
Additional reporting conditions
Continuous use revision. Use these instructions for tax year 2025 and subsequent years until a superseding revision is issued. Online fillable forms. To ease statement furnishing requirements, Copies B and C of Form 3921 and Copies A and B of Form 3922 have been made fillable online in a pdf format, available at IRS.gov/Form3921 and IRS.gov/Form3922.
If you are required to file Form 3922, you must furnish a statement to the transferor. For more information, see part M in the current version of the General Instructions for Certain Information Returns.
The account number is required if you have multiple accounts for a transferor for whom you are filing more than one Form 3922. Additionally, the IRS encourages you to designate an account number for all Forms 3922 that you file. See part L in the current version of the General Instructions for Certain Information Returns.
Box 4. Fair Market Value Per Share on Exercise Date Enter the FMV per share of stock on the date the option to purchase the stock was exercised.
Enter the number of shares to which legal title was transferred. Enter the date legal title of the shares was first transferred.
Calculations and supporting information
If the exercise price per share was not fixed or determinable on the date of grant entered in box 1, enter the exercise price per share determined as if the option was exercised on the date of grant entered in box 1. If the exercise price per share is fixed or determinable on the date of grant entered in box 1, then leave box 8 blank.
You have received this form because (1) your employer (or its transfer agent) has recorded a first transfer of legal title of stock you acquired pursuant to your exercise of an option granted under an employee stock purchase plan, and (2) the exercise price was less than 100% of the value of the stock on the date shown in box 1 or was not fixed or determinable on that date. No income is recognized when you exercise an option under an employee stock purchase plan.
However, you must recognize (report) gain or loss on your tax return for the year in which you sell or otherwise dispose of the stock. Keep this form and use it to figure the gain or loss. For more information, see Pub. 525. Account number. May show an account or other unique number your employer or transfer agent assigned to distinguish your account. Box 1. Shows the date the option to purchase the stock was granted to you. Box 2. Shows the date you exercised the option to purchase the stock.
Reading the lines and boxes
These selected labels come from the linked target PDF. They are a reading aid, not a replacement for the full line instructions or a completed calculation. Match the label and document version before transferring any amount.
| Line or box | Label in the source form | What to check |
|---|---|---|
| 2 | Date option exercised | Use the date or tax period requested by this particular field. A payment date, acquisition date and return year can describe different facts. |
| 5 | Exercise price paid per share | Reconcile the relevant payment or withholding record with the tax period and category requested here. A reported payment is not necessarily the final tax liability. |
| 8 | Exercise price per share determined as if the option was | Check the applicable line instructions and keep the source workpaper with the return records. Transfer only the information that matches the field and reporting period. |
A practical example
An employee sells shares acquired through an employee purchase plan. The taxpayer compares the plan statement, any wage reporting and the broker sale record before calculating the appropriate compensation and capital-asset entries.
This example illustrates the order of the review. It does not assume an unverified deduction, exemption, treaty rate or final tax amount. The applicable form instructions and the actual records determine the result.
Common mistakes to avoid with Form 3922 2026
- Do not discard the plan record after importing a broker sale.
- Check compensation and basis treatment together.
- Holding and disposition facts can affect the tax outcome.
Questions about Form 3922 2026
Does receiving or downloading this form mean I must file it?
A corporation reports a covered transfer of stock acquired through an employee stock purchase plan. The form purpose and the applicable filing or furnishing conditions determine the action. Downloading a blank PDF does not itself create a filing obligation or establish eligibility for a tax benefit.
Is the revision date always the same as the tax year?
No. Some forms show a tax year, while continuing-use forms show a revision date and ask separately for the reporting period. Check the actual document and instructions. Do not relabel a payment or transaction solely because it was reported in a later calendar year.
What should I do if the underlying information is wrong?
Do not discard the plan record after importing a broker sale. Keep the original record and the correction trail. The issuer correction process, an amended return and an updated certificate can be different procedures. Choose the process that matches the document and the actual error.
Which records should I keep with the completed form?
Retain the source documents, applicable worksheets, submitted version and filing or furnishing confirmations. For this form, the working file should include plan grant and purchase records, dates and exercise-price information, fair market value information. Keep continuing balances and prior-year support for as long as they remain relevant under the applicable recordkeeping rules.
Related forms and next steps
Use these guides when the connected issue applies to your records. Each page has its own purpose, reporting year and availability status.