Form 3922 - Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c)

Sep 19, 2026

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Form 3922, titled “Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c),” is an IRS information form used when an employee stock option is exercised under an employee stock purchase plan and the exercise price is less than 100% of the stock value on the grant date or is not fixed or determinable. It covers key data such as grant and exercise dates, fair market value per share, exercise price, number of shares, and the date legal title was transferred. Instructions explain that no income is recognized at exercise, but gain or loss is reported when the stock is sold or otherwise disposed of.

LanguageEnglish

CategoryForms

FormatPDF

Pages3

Reading Time1 min

AccessFree to download

Instructions for Employee

Form purpose and when it was issued

Tax treatment: exercise vs. sale

How to use the form to determine gain or loss

Box-by-box guidance (1 through 8)

Future developments

VOID 2626 CORRECTED | CORPORATION'S name,street address,city or townstate or province,
country,and ZIP or foreign postal code | | 1 Date option granted | OMB No.1545-2129
Form 3922
(Rev.April 2025) | Transfer of Stock
Acquired Through
an Employee
Stock Purchase
Plan Under
Section 423(c) | | | --- | --- | --- | --- | --- | --- | | | | 2 Date option exercised | | | | | CORPORATION'S federal identification number | EMPLOYEE'S identification number | 3 Fair market value per share
on grant date
$ | 4 Fair market value per share
on exercise date
$ | | Copy A
For
Internal Revenue
Service Center
For filing information,
Privacy Act,and
Paperwork Reduction
Act Notice,see the
General Instructions
for Certain
Information Returns.
www.irs.gov/Form1099 | | EMPLOYEE'S name | | | | | | | | | 5 Exercise prce paid per share
$ | 6No.of shares transfered | | | | Street address(including apt.no.) | | 7 Date legal title transferred | | | | | City or town,state or province,country,and ZIP or foreign postal code | | | | | | | | | 8 Exercise price per share determined as if the option was
exercised on the date shown in box 1
$ | | | | | Account number(see instructons) | | | | | | Form 3922(Rev.4-2025 www.irs.gov/Form3922 Department of the Treasury-Intemal Revenue Service Cat.No.41180P Do Not Cut or Separate Forms on This Page -Do Not Cut or Separate Forms on This Page CORRECTED | CORPORATION'S name,street address,city or townstate or province,
country,and ZIP or foreign postal code | | 1 Date option granted | OMB No.1545-2129
Form 3922
(Rev.April 2025) | Transfer of Stock
Acquired Through
an Employee
Stock Purchase
Plan Under
Section 423(c) | | | --- | --- | --- | --- | --- | --- | | | | 2 Date option exercised | | | | | CORPORATION'S federal identification number | EMPLOYEE'S identification number | 3 Fair market value per share
on grant date
$ | 4 Fair market value per share
on exercise date
$ | | Copy B
For Employee
This is important tax
information and is
being furnished to
the Internal Revenue
Service. | | EMPLOYEE'S name | | | | | | | | | 5 Exercise prce paid per share
$ | 6No.of shares transfered | | | | Street address(including apt.no.) | | 7 Date legal title transferred | | | | | City or town,state or province,country,and ZIP or foreign postal code | | | | | | | | | 8 Exercise price per share determined as if the option was
exercised on the date shown in box 1
$ | | | | | Account number(seeinstructions) | | | | | | Form 3922(Rev.4-2025) (keep for your records) www.irs.gov/Form3922 Department of the Treasury-Intema Revenue Service # Instructions for Employee You have received this form because(1)your employer(or itstransfer agent)has recorded a first transfer of legal title ofstock you acquired pursuant to your exercise of an optiongranted under an employee stock purchase plan,and (2)theexercise price was less than 100%of the value of the stock onthe date shown in box 1 or was not fixed or determinable onthat date. No income is recognized when you exercise an optionunder an employee stock purchase plan.However,you mustrecognize (report)gain or loss on your tax return for the year inwhich you sell or otherwise dispose of the stock.Keep thisform and use it to figure the gain or loss.For more information,see Pub.525. Account number.May show an account or other uniquenumber your employer or transfer agent assigned todistinguish your account Box 1.Shows the date the option to purchase the stock wasgranted to you. Box 2.Shows the date you exercised the option to purchasethe stock. Box 3.Shows the fair market value (FMV)per share on theda

FAQs

Why did you receive Form 3922 as an employee?

You received it because your employer (or transfer agent) recorded a first transfer of legal title of stock you acquired after exercising an option granted under an employee stock purchase plan, and the exercise price was less than 100% of stock value on the grant date (or was not fixed or determinable).

Is income recognized when you exercise an option under an employee stock purchase plan?

No income is recognized when you exercise the option. You must recognize (report) gain or loss on your tax return for the year you sell or otherwise dispose of the stock.

What does Box 1 and Box 2 show on Form 3922?

Box 1 shows the date the option to purchase the stock was granted. Box 2 shows the date you exercised the option to purchase the stock.

Sep 19, 2026

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