Instructions for Forms 3921 and 3922 (Rev. April 2025)

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Instructions for Forms 3921
and 3922
(Rev. April 2025)

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.

Future Developments

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.

What’s New

E-filing returns. The Taxpayer First Act of 2019 authorized the
Department of the Treasury and the IRS to issue regulations that
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.

Reminders

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.

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.

Specific Instructions for Form 3921
Who Must File

Every corporation which in any calendar year transfers to any
person a share of stock pursuant to that person's exercise of an
incentive stock option described in section 422(b) must, for that
calendar year, file Form 3921 for each transfer made during that
year.

Nov 27, 2024

Exception. A Form 3921 is not required for the exercise of an
incentive stock option by an employee who is a nonresident alien
(as defined in section 7701(b)) and to whom the corporation is
not required to provide a Form W-2, Wage and Tax Statement,
for any calendar year within the time period beginning with the
first day of the calendar year in which the option was granted to
the employee and ending on the last day of the calendar year in
which the employee exercised the option. For this purpose, the
term “corporation” is defined in section 7701(a) and includes, but
is not limited to:
• The corporation issuing the stock,
• A related corporation of the corporation,
• Any agent of the corporation,
• Any party distributing shares of stock or other payments in
connection with the plan (for example, a brokerage firm), and
• Any party in control of the payment of remuneration for
employment to the employee.

Statements to Transferees

If you are required to file Form 3921, you must furnish a
statement to the person whose name is set forth on Form 3921.
For more information, see part M in the current version of the
General Instructions for Certain Information Returns.
Truncating recipient’s TIN on payee statements. Pursuant to
Treasury Regulations section 301.6109-4, all filers of this form
may truncate a recipient’s TIN (social security number (SSN),
individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification
number (EIN)) on payee statements. Truncation is not allowed on
any documents the filer files with the IRS. A payer’s TIN may not
be truncated on any form. See part J in the current version of the
General Instructions for Certain Information Returns.

Employee's Name, Address, and TIN

Enter the name, address, and TIN of the person to whom the
share or shares were transferred pursuant to the exercise of the
option.

Account Number

The account number is required if you have multiple accounts for
a person for whom you are filing more than one Form 3921.
Additionally, the IRS encourages you to designate an account
number for all Forms 3921 that you file. See part L in the current
version of the General Instructions for Certain Information
Returns.

Box 1. Date Option Granted

Enter the date the option was granted.

Box 2. Date Option Exercised

Enter the date the option was exercised.

Box 3. Exercise Price Per Share

Enter the exercise price per share of stock.

Instructions for Form 3921 and 3922 (Rev. 4-2025) Catalog Number 23069T
Department of the Treasury Internal Revenue Service www.irs.gov

Box 4. Fair Market Value Per Share on Exercise
Date

Enter the fair market value (FMV) per share of stock on the date
the option was exercised.

Box 5. Number of Shares Transferred

Enter the number of shares of stock transferred pursuant to the
exercise of the option.

Box 6. If Other Than TRANSFEROR, Name,
Address, and TIN of Corporation Whose Stock
Is Being Transferred

Enter the name, address, and TIN of the corporation whose
stock is being transferred pursuant to the exercise of the option.
Enter this information only if the corporation is not the entity
shown in the TRANSFEROR boxes in the upper left corner of
Form 3921.

Specific Instructions for Form 3922
Who Must File

Every corporation, which in any calendar year records, or has by
its agent recorded, a transfer of the legal title of a share of stock
acquired by the transferor (person who acquires the shares
pursuant to the exercise of the option) pursuant to the
transferor's exercise of an option granted under an employee
stock purchase plan and described in section 423(c) (where the
exercise price is less than 100% of the value of the stock on the
date of grant, or is not fixed or determinable on the date of
grant), must, for that calendar year, file Form 3922 for each
transfer made during that year.
A return is required by reason of a transfer described in
section 6039(a)(2) only for the first transfer of legal title of the
shares by the transferor, including the first transfer of legal title to
a recognized broker or financial institution. If a contractual
agreement exists or is entered into with a recognized broker or
financial institution pursuant to which shares acquired upon
exercise of the option will be immediately deposited into a
brokerage account established on behalf of the transferor, then
the deposit of shares by the transferor into the brokerage
account following the exercise of the option is the first transfer of
legal title of the shares acquired by the transferor, and the
corporation is only required to file a return relating to that transfer
of legal title.
Shares of stock transferred as a result of the exercise of an
option described above must be identified in a manner sufficient
to enable the accurate reporting of the transfer of legal title to
such shares. This identification can be made by assigning to the
share certificates of stock issued pursuant to such options a
special serial number or color.

• Any party distributing shares of stock or other payments in
connection with the plan (for example, a brokerage firm), and
• Any party in control of the payment of remuneration for
employment to the employee.

Statements to Transferors

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.

Truncating recipient’s TIN on payee statements. Pursuant to
Treasury Regulations section 301.6109-4, all filers of this form
may truncate a recipient’s TIN (social security number (SSN),
individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification
number (EIN)) on payee statements. Truncation is not allowed on
any documents the filer files with the IRS. A payer’s TIN may not
be truncated on any form. See part J in the current version of the
General Instructions for Certain Information Returns.

Employee's Name, Address, and TIN

Enter the name, address, and TIN of the transferor.

Account Number

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 1. Date Option Granted

Enter the date the option was granted.

Box 2. Date Option Exercised

Enter the date the option was exercised.

Box 3. Fair Market Value Per Share on Grant
Date

Enter the fair market value (FMV) per share of stock on the date
the option was granted.

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.

Box 5. Exercise Price Paid Per Share

Enter the price paid per share on the date the option was
exercised.

The corporation whose stock is being transferred must file
Form 3922.

Box 6. Number of Shares Transferred

Exception. A Form 3922 is not required for the first transfer of
legal title of a share of stock by an employee who is a
nonresident alien (as defined in section 7701(b)) and to whom
the corporation is not required to provide a Form W-2, Wage and
Tax Statement, for any calendar year within the time period
beginning with the first day of the calendar year in which the
option was granted to the employee and ending on the last day
of the calendar year in which the employee first transferred legal
title to shares acquired under the option. For this purpose, the
term “corporation” is defined in section 7701(a) and includes, but
is not limited to:
• The corporation issuing the stock,
• A related corporation of the corporation,
• Any agent of the corporation,

Box 7. Date Legal Title Transferred

2

Enter the number of shares to which legal title was transferred.
Enter the date legal title of the shares was first transferred.

Box 8. Exercise Price Per Share Determined as if
the Option Was Exercised on the Date Shown in
Box 1

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.

Instructions for Forms 3921 and 3922 (Rev. 4-2025)