Simplify Form 3922 reporting for stock transferred through employee stock purchase plans. With 1099Online, you get built-in TIN-matching, bulk import, recipient copy delivery, and secure eFiling in one platform.
Form 3922 is an IRS information return used to report the first transfer of stock acquired by an employee through an Employee Stock Purchase Plan (ESPP) under Section 423(c). Employers file this form to report key details about the stock transfer and purchase terms.
A corporation must file Form 3922 if the employee purchased the stock at a price lower than the stock’s fair market value on the grant date, or if the purchase price was not fixed or determinable on that date. Employees use the information reported on Form 3922 to calculate the tax impact when they eventually sell the stock.
Any corporation that transfers stock to an employee through a qualifying Employee Stock Purchase Plan under Section 423(c) must file Form 3922. This rule also applies to brokers, banks, or other agents that handle the stock transfer for the corporation.
However, corporations do not need to file Form 3922 for certain nonresident alien employees. This exception applies if the corporation was not required to issue the employee a Form W-2 between the grant year and the year the stock was transferred.
Each Form 3922 covers the full details of a qualifying stock transfer. Here is what you will need to report:
File a separate Form 3922 for each qualifying transfer. If the same employee has more than one transaction, a separate form and account number must be used for each transaction.
The IRS has not announced any changes specific to Form 3922 for the 2026 tax year. The current continuous-use instructions, revised April 2025, remain in effect until the IRS issues a new revision. The IRS has also moved the general filing rules for Form 3922 into Publication 1099.
If your corporation made a qualifying ESPP stock transfer during the 2026 tax year, you must meet the following IRS filing requirements:
Use the following deadlines to complete your Form 3922 reporting and filing obligations for the 2026 tax year:
| Filing Requirement | Deadline |
|---|---|
| Furnish Copy B to employees | February 1, 2027 |
| File paper forms with the IRS | March 1, 2027 |
| eFile forms with the IRS | March 31, 2027 |
When a due date falls on a Saturday, Sunday, or legal holiday, the deadline is automatically extended to the next business day.
1099Online provides corporations with a guided way to eFile Form 3922 online. Enter data manually or use the Excel bulk import option for high-volume filings, complete your forms, and submit them securely to the IRS through IRIS.
Step 1: Enter Employee and Stock Transfer Information
Enter the required Form 3922 information manually or import your data in bulk using the
Excel bulk import option. Add employee details, grant and exercise dates, fair market values on
both dates, exercise price per share, and the number of shares transferred.
Step 2: Opt In to Recipient Copy Distribution
Choose to have 1099Online deliver Copy B to employees by postal mail or PDF download.
Step 3: Review and Transmit
Review your filing summary and submit your Form 3922 securely to the IRS.
No. Form 3922 has no minimum dollar threshold. A filing requirement is triggered when there is a qualifying first transfer of stock under a Section 423(c) Employee Stock Purchase Plan (ESPP), regardless of the value of the shares transferred.
Yes, if the transaction meets the IRS reporting conditions under section 423(c). Only the first transfer of legal title triggers the obligation, though. If an employee later sells or moves shares they already acquired, a new Form 3922 is not required for that.
Both forms deal with employee equity compensation but cover different plan types. Form 3921 is used to report stock acquired through the exercise of an Incentive Stock Option (ISO) under section 422(b). Form 3922 covers stock acquired through an Employee Stock Purchase Plan (ESPP) under section 423(c).
For returns required to be filed in 2027, the IRS penalty amounts are: $60 per return if filed within 30 days of the deadline, $130 per return if filed by August 1, $340 per return if filed after August 1 or not filed at all, and $680 per return for intentional disregard.
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