Form 3922: The Statement for Stock Bought Through an Employee Stock Purchase Plan
Published November 5, 2026
Some employers offer an employee stock purchase plan, often called an ESPP. Through the plan, you buy company shares. When the shares are first transferred into your name, your employer or its transfer agent may send you Form 3922. The form gives the dates and prices you need to keep track of your stock.
This guide explains what the form shows. It is general information. The rules for your plan depend on its terms and on your sale.
Why you get this form
The IRS says you receive Form 3922 for two reasons. First, your employer or its transfer agent recorded the first transfer of legal title to stock you acquired by exercising an option under an ESPP. Second, the price you paid was less than 100% of the stock's value on the date the option was granted, or the price was not fixed or could not be determined on that date.
No income when you buy
No income is recognized when you exercise an option under an ESPP. The form instructions say you must report the gain or loss on your return for the year you sell or otherwise dispose of the stock. So the form is for later. Keep it, because you use it to figure that gain or loss.
What the boxes mean
- Box 1: The date the option was granted to you.
- Box 2: The date you exercised the option, which is when you bought the shares.
- Box 3: The fair market value per share on the grant date.
- Box 4: The fair market value per share on the exercise date.
- Box 5: The price you paid per share on the exercise date.
- Box 6: The number of shares to which legal title was transferred.
- Box 7: The date legal title to the shares was first transferred.
- Box 8: Filled in only when the exercise price was not fixed or determinable on the grant date. It shows the price figured as if the option were exercised on the date in box 1.
The form also has an account number box. The account number is a number your employer or transfer agent uses to track your account. A corrected copy is marked CORRECTED at the top.
Why the dates and prices matter
When you sell, you compare the sale price with your cost for the shares. The grant date, exercise date, and the prices in boxes 3 through 5 help you work out that cost. The IRS points to Publication 525 for the full rules. The rules depend on the details of your sale.
Keep your records
Keep Form 3922 with your other stock records. Also keep the plan statements and any confirmation for each purchase. These help you show your basis years later, when you may have forgotten the details.
Related reading
If you received a different form for employee stock options, read Form 3921: The Statement for Stock From an Incentive Stock Option. For sales on your return, the stock sale rules are in a separate guide.
A simple example
Suppose you bought shares through your employer's plan in one year and sold them in a later year. The Form 3922 you received for the purchase shows the grant date, the exercise date, and the prices. When you file the year of the sale, you use those figures, plus your sale records, to figure the gain or loss. This example is made up to show the steps.
Next steps
Find your Form 3922 and your plan statements. Compare the dates and share counts with your brokerage account. If the numbers do not match, ask your plan administrator. For how to figure a gain or loss, read Publication 525.
Sources: Sources: IRS, Form 3922 (Rev. April 2025) and Instructions for Employee printed on the form (https://www.irs.gov/pub/irs-pdf/f3922.pdf) This is general information, not advice about your specific return.
