Form 3922, Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c)
Corporations file Form 3922 when legal title of shares bought through an employee stock purchase plan is first transferred, capturing the dates and prices the employee will need later. Fill in the official IRS PDF below and download it.
This is the genuine IRS PDF, unmodified. Source: IRS official page.
What is 3922?
Form 3922, Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c), is an information return for ESPP shares where the exercise price was less than the full value of the stock on the grant date, or was not fixed at grant. It records the grant date, purchase date, fair market values on both dates, the price paid, and the number of shares.
Nothing is taxed when the form is issued. The data matters when the employee eventually sells: whether the sale is a qualifying or disqualifying disposition, and how much of the gain is ordinary income versus capital gain, is worked out from the dates and prices on this form.
Who files 3922?
- Corporations whose employees purchased shares through a section 423 ESPP during the year
- Stock plan administrators and transfer agents filing on the employer’s behalf
- Employers whose plan offers a discount or a purchase price not fixed at grant
- Not employees: they receive a copy to keep for the year they sell the shares
How to fill out 3922
- Enter the corporation’s details in the transferor boxes and the employee’s name, address, and TIN in the recipient boxes.
- Fill in the option grant date and the fair market value per share on that date.
- Fill in the purchase or exercise date, the fair market value on that date, and the price the employee actually paid per share.
- Enter the number of shares and the date legal title was first transferred, such as into the employee’s brokerage account.
- Download the PDF, give the employee their copy, and file Copy A with the IRS electronically or on official stock by the information return deadlines.
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Frequently asked questions
Do I report Form 3922 on my tax return the year I receive it?
Generally no. It is informational. You use it in the year you sell the ESPP shares to compute the ordinary income portion and your cost basis, so file it away safely.
How is Form 3922 different from Form 3921?
Form 3921 covers incentive stock option exercises under section 422(b); Form 3922 covers shares bought through a section 423 employee stock purchase plan. Both preserve dates and prices for later tax calculations.
Why did I get a 3922 when I have not sold anything?
The filing is triggered by the first transfer of legal title of the shares, usually when they land in your brokerage account, not by a sale.