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ARTICLE · 20 JANUARY 2026

Deadlines Approaching For Reporting 2025 ISO Exercises And ESPP Share Transfers

Goodwin Procter LLP
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The Internal Revenue Code (the Code), as amended, requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding employees'...

United StatesTax
Francisco Palao-Ricketts
Francisco Palao-Ricketts

The Internal Revenue Code (the Code), as amended, requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding employees' and former employees' exercises of incentive stock options (ISOs) and transfers of shares of stock that are purchased under an employee stock purchase plan (ESPP) designed to meet the requirements of Code section 423.1 To satisfy the information return and statement requirements, companies will need to complete and file Form 3921 for ISO exercises and Form 3922 for ESPP share transfers, as applicable.

Forms and Instructions

Full instructions for Form 3921 and Form 3922 may be obtained on the IRS website. Form 3921 or 3922 must be filed for each applicable stock exercise or transfer. For example, if a company's employee exercised ISOs in 2025 on two occasions, then it must complete two 3921 forms for that employee.

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