Form 3922 – ESPP Basis, Holding Period & 1099‑B Corrections

You buy company stock through your ESPP and feel great, then tax season shows up and your broker’s 1099‑B basis is off by a mile. That is where Form 3922 earns its keep. It captures the first legal transfer of stock you acquired under a Section 423 ESPP, and you use it later to prove dates, prices, and fair market value so your sale is reported correctly. You do not file Form 3922 with your return, you keep it as your source of truth for each ESPP lot.

Treat Form 3922 like a receipt for every ESPP lot, it anchors your basis, holding period, and the type of sale you report later.

Quick note, this article is educational, not tax advice. For your situation, talk with a qualified tax professional.

Key takeaways

• Form 3922 is an informational statement for ESPP shares under Section 423(c). You do not attach it to your tax return, you retain it for sales reporting.
• Employers or their agents must furnish Copy B to you by January 31, and they must file with the IRS by March 31 if e‑filing, or February 28 if paper filing. Penalties apply if they miss or file incorrectly.
• You will use Form 3922 to confirm the acquisition date, number of shares, purchase price, and FMV on key dates. These inputs drive your basis, your holding period, and your sale classification on Form 8949 and Schedule D.
• Brokers often omit ESPP discounts or other details in box 1e of Form 1099‑B. Use data from Form 3922 to compute and enter a basis adjustment so your gain or loss is accurate.
• Keep each Form 3922 until every related share is sold and fully reported, it is your documentation if the IRS ever asks questions.

What Form 3922 is, and who receives it

Form 3922 documents the first transfer of legal title to shares you acquired through a qualifying ESPP. If your company runs a Section 423 plan and you acquired shares at a discount or on terms where the exercise price was not fixed or determinable at grant, your employer or transfer agent must issue Form 3922 for that lot. You receive it after the initial transfer of legal title following the purchase period.

It is not a tax form you file, it is an information return furnished to you and filed with the IRS under IRC §6039. You will use it later when you sell, to reconcile your broker’s 1099‑B. The IRS instructions explicitly describe who must file Form 3922 and the conditions that trigger it, including discount pricing or pricing that was not fixed at grant.

If shares land in a brokerage account set up for you, that deposit after purchase is often the first legal transfer, which is what triggers Form 3922 for that lot.

When Form 3922 is issued and the deadlines you should expect

Here is the timing you can count on. Companies must furnish your Copy B by January 31 for prior‑year transactions, and they must file with the IRS by March 31 if they e‑file or February 28 if they paper file. If a due date falls on a weekend or federal holiday, the next business day applies. Beginning with returns due in 2024 and after, many filers must e‑file when they have 10 or more total information returns across categories.

Why this matters to you, those dates tell you when to look for Form 3922 and when to start checking that your broker data matches. Publication 525 also reminds employees that they should receive Form 3922 for ESPP shares and that they should keep it for their records.

• Furnish to employees: January 31
• File with IRS on paper: February 28
• File with IRS electronically: March 31
• Late or incorrect filings can draw penalties that increase after August 1, so plan ahead if you administer a plan.

What is reported on Form 3922

Think of Form 3922 as the blueprint for your ESPP lot. These boxes are the ones you will use most often when you sell:

• Box 1, Date option granted.
• Box 2, Date option exercised, your purchase date.
• Box 3, FMV per share on grant date.
• Box 4, FMV per share on exercise date.
• Box 5, Exercise price paid per share.
• Box 6, Number of shares transferred.
• Box 7, Date legal title first transferred.
• Box 8, Exercise price as if exercised on grant date, only if the price was not fixed or determinable at grant.

You will use the purchase date and the date legal title transferred to start your holding period clock. You will use the exercise price and the FMV at exercise to determine potential ordinary income for disqualifying dispositions, and to build the correct basis that flows to your Form 8949.

How Form 3922 connects to your ESPP sale and your 1099‑B

When you sell ESPP shares, the 1099‑B from your broker reports proceeds, and often a basis that does not reflect your plan discount or the right dates. That is normal, many broker feeds do not capture ESPP nuances. You fix this by using Form 3922 to compute the correct basis and, if needed, you enter an adjustment on Form 8949 so your gain or loss is right. Publication 525 explains how ordinary income from a disqualifying disposition increases your basis, which is a common source of mismatches.

When Form 3922 matters the most

• Validate cost basis. Compare the broker’s box 1e basis on 1099‑B to your purchase price and any discount from Form 3922. If the broker omitted discount effects, compute the correct basis and plan to adjust.
• Confirm holding period. Use the legal title transfer date and offering dates from Form 3922 to decide whether the sale is qualifying or disqualifying. Qualifying requires at least two years from the offering date and one year from the purchase date.
• Categorize income. Disqualifying sales can create ordinary income up to the discount or up to the spread at purchase, depending on facts. Publication 525 details how to split ordinary income and capital gain, and it reminds you to increase basis by the ordinary income you report.
• Substantiate records. Keep every Form 3922 until all shares in that lot are sold and reported.

Basis corrections you will likely need

Because many 1099‑Bs ignore ESPP discounts, you often must adjust basis. Start with the exercise price from Form 3922, then apply Publication 525 rules for ordinary income on a disqualifying sale. Increase your basis by the ordinary income you report, which prevents taxing the same dollars twice. Enter an adjustment in the 1099‑B section of your tax software so the right basis flows to Form 8949 and Schedule D.

A simple ESPP sale example

Here is a quick, rounded example to show where Form 3922 helps.

• You bought 200 shares at $17 using a 15 percent discount off a $20 FMV at purchase.
• Your Form 3922 shows the purchase date and FMV at purchase of $20, along with the exercise price of $17.
• You sold all 200 shares six months later at $24, which is a disqualifying disposition.

Under Publication 525, ordinary income is the lesser of the discount based on grant or the spread at purchase, which in many common plans equals the purchase discount. Here, ordinary income is $3 per share. You add this $600 to wages and increase basis by $600. Your adjusted basis becomes $3,400, that is $17 × 200 = $3,400, then you add the ordinary income to basis if required by your facts. Your capital gain is sale proceeds minus adjusted basis. Form 3922 provides the exact dates and purchase amounts you need to compute and document these numbers.

Keep the Form 3922 PDF with your return files for the sale year. If your broker later issues a corrected 1099‑B, you will have everything ready to update.

When not to enter anything from Form 3922

If you did not sell or otherwise dispose of your ESPP shares this year, do not enter Form 3922 anywhere on your return. There is no income simply because you acquired shares in a Section 423 plan. Use Form 3922 for recordkeeping only, and bring it back out when you sell. Publication 525 confirms you should keep the information for your records and use it when you report the sale.

No sale this year

• Do not enter Form 3922 on the current return.
• Verify that your grant date, purchase date, share count, and price on Form 3922 match your brokerage statements.
• Track the cost basis for each lot so you can reconcile 1099‑B when you eventually sell.

Keep it for your records

Store each Form 3922 with your tax and investment records until every share in the lot is sold and fully reported. If the IRS ever asks about acquisition dates or basis, Form 3922 is your proof. If you receive multiple 3922s over time, organize them by lot so you can match sales accurately.

Using Form 3922 to determine basis and holding period

This is the repeatable method our team recommends when you prepare a sale:

• Start with the legal title transfer date in Box 7 to mark your “date acquired” for holding period.
• Pull the exercise price from Box 5 and the FMV at exercise from Box 4.
• Apply ESPP rules from Publication 525 to identify any ordinary income for a disqualifying sale, then increase your basis by that amount.
• Compare your computed basis to 1099‑B box 1e, and enter an adjustment if they differ.
• Document everything with a short worksheet and save it with your Form 3922.

Step by step, reporting an ESPP sale in tax software

Use this checklist when you enter an ESPP sale so your numbers land in the right places.

• Gather your 1099‑B and the matching Form 3922 for that lot.
• Confirm the acquisition date from Box 7 and the purchase details from Boxes 4 and 5.
• In the 1099‑B entry, check the basis in box 1e. If it does not reflect your ESPP discount rules, select adjust cost basis.
• Compute ordinary income if the sale is disqualifying, then increase basis by that amount per Publication 525.
• Make sure your entry flows to Form 8949 and Schedule D and that short term or long term treatment matches your dates.
• Save a PDF of the calculation with your Form 3922 for your records.

Recordkeeping best practices for Form 3922

Treat each Form 3922 as a permanent basis record for that ESPP lot.

• Centralize your PDFs. Store originals and scans in a folder named with the year, employer, and lot date, for example, “2025‑Company‑ESPP‑Lot‑03‑15.”
• Reconcile at sale. Cross check 1099‑B data to Form 3922, then retain both to document any basis adjustments.
• Track multiple lots. If you buy every period, you likely have several 3922s. Map sales to the correct lots so holding period and basis are accurate.
• Keep records until all related shares are sold and reported, then archive them with that year’s tax file.

Admin view, deadlines and compliance for §6039

If you help run payroll, stock admin, or finance, §6039 compliance is a calendar job. Put these dates on your checklist every January for the prior year:

• Furnish employee statements for Form 3922 by January 31.
• File Forms 3922 with the IRS by March 31 if e‑filing, or February 28 if paper filing.
• Many filers must e‑file once they have 10 or more total information returns across categories for the year. The IRS supports e‑filing through IRIS, the Information Returns Intake System.
• If you need time, you can request a 30 day extension for IRS filing using Form 8809, and there is a separate process to request more time to furnish recipient copies.

Missed or incorrect filings can lead to penalties that increase after August 1. Check the IRS penalty table for the year that applies, then correct quickly and document your fix.

Why firms struggle with §6039 in practice

From what we see, the trouble is not a lack of forms, it is weak delivery. Teams juggle peak work, review loops, and documentation gaps, so basis data and furnishing deadlines slip. The fix is boring but powerful, standard operating procedures, clean workpapers, clear review roles, and reliable turnaround windows. That is what stops the rework and late notices.

Where Accountably fits, briefly

If your firm is buried in compliance production and wants stronger §6039 delivery without losing control, Accountably integrates trained offshore teams into your workflow and templates, with SOPs, SLAs, and review protection so partner time is preserved for client strategy. We mention this only because it solves the delivery side of the Form 3922 job, not because you need yet another vendor pitch.

What, how, wow, a compact framework for Form 3922 success

• What, Form 3922 documents the first legal transfer of ESPP shares under Section 423(c). You keep it, you do not file it with your return.
• How, Use it to confirm the acquisition date, exercise price, and FMV at purchase, then reconcile your sale on Form 8949 and Schedule D. If the sale is disqualifying, compute ordinary income and increase basis accordingly.
• Wow, Most errors are avoidable. A two minute check against Boxes 4, 5, and 7 often prevents weeks of cleanup after a notice. Keep a lightweight worksheet with each Form 3922 and your future self will thank you.

Expected subtopics, covered quickly

• Qualifying vs disqualifying sales. Hold at least two years from offering and one year from purchase to qualify. Otherwise, the sale is disqualifying and may create ordinary income.
• Substitute statements. Employers can furnish acceptable substitutes electronically if they meet the IRS technical rules.
• E‑file threshold. Starting with returns due on or after January 1, 2024, the e‑file threshold dropped to 10 aggregated information returns, so many issuers must e‑file Forms 3922.
• Weekends and holidays. If a due date lands on a weekend or federal holiday, the next business day applies.

Table, quick reference you can save

Item	Where you find it	Why it matters
Legal title transfer date	Form 3922, Box 7	Starts holding period clock
Exercise price per share	Form 3922, Box 5	Base for cost basis and ordinary income tests
FMV at exercise	Form 3922, Box 4	Used in ordinary income for disqualifying sales
Shares transferred	Form 3922, Box 6	Tie out to sale quantity on 1099‑B
Filing deadlines	Jan 31 furnish, Feb 28 paper file, Mar 31 e‑file	Plan calendar and avoid penalties
Sale reporting	Form 8949 and Schedule D	Report proceeds, corrected basis, and term

Sources, IRS Instructions for Forms 3921 and 3922 and the IRS IRM deadline table.

FAQs

What do I do with Form 3922 on my tax return?

You do not file it with your return. Keep it, then use it when you sell to compute the right basis, reconcile 1099‑B, and enter adjustments if the broker basis is wrong or missing.

Who generates Form 3922?

Your employer, a related corporation, or their agent or transfer agent, must file Form 3922 when the plan triggers §6039 reporting for an ESPP lot. They furnish you a copy by January 31.

Can I file Form 3922 online myself?

No, the company files the information returns with the IRS. You may receive your copy electronically through your employer’s portal, then you download and retain it for your records.

What are the deadlines for 3922 furnishing and filing?

For prior year transactions, furnish Copy B by January 31, paper file by February 28, and e‑file by March 31. If a due date falls on a weekend or federal holiday, the next business day applies.

What happens if the company files late or with errors?

The IRS can assess per‑form penalties that increase after August 1 and for intentional disregard. The IRS penalty page lists the current dollar amounts by year.

Extra help for firms that want consistency

If you run a CPA or accounting firm, you already know the pain points, peak season capacity, review loops that trap partner time, inconsistent workpapers, and missed handoffs. If Form 3922 tasks keep slipping, you probably do not need more resumes, you need delivery discipline, predictable turnaround, and better review protection. That is where Accountably’s offshore delivery model can help teams execute §6039 work inside your systems, with SOPs, structured workpapers, and multi layer review that cuts rework, while you keep control of process and quality. Use us where it truly helps, ignore us where you are already strong.

Admin toolkit, set up your §6039 calendar and controls

Here is a lightweight control set you can roll out in a week.

• SOPs. Document a one page flow for gathering purchase data from your plan admin, populating Forms 3922, and QA review.
• Structured workpapers. Standardize file names, version control, and reviewer checklists so the same items are checked every time.
• SLAs. Set internal turnaround windows for furnishing and filing, then monitor live work status.
• Escalations. Flag missing TINs, unmatched share counts, or pricing anomalies early so deadlines are safe.
• Continuity. Cross train so a single absence does not stall furnishing before January 31.
• Evidence. Save PDFs of furnished statements, transmission confirmations, and error logs for audit support.

Sources you will reference often

• IRS Instructions for Forms 3921 and 3922, revised April 2025, includes who must file, box by box guidance, and electronic filing details, including IRIS.
• IRS IRM table listing Forms 3921 and 3922 deadlines, including furnish, paper, and e‑file due dates, and the business day adjustment rule.
• Publication 525 for how to treat ordinary income and capital gain on ESPP sales and why basis increases on disqualifying dispositions.

Sample internal checklist for Form 3922

• Confirm the population of eligible ESPP participants for the year.
• Pull grant, purchase, FMV, and discount data from your stock plan system.
• Validate per lot share counts to transfer agent records.
• Generate Copy B statements, spot check Boxes 4, 5, 6, and 7 for reasonableness.
• Furnish to participants by January 31.
• Prepare IRS files, e‑file via IRIS, or paper file with Form 1096 if eligible, by the due date.
• Archive copies and confirmations, and prepare amendment playbook in case corrections are needed.

Short examples of common cleanups

• Missing discount in basis. Adjust basis in your return entry, attach notes in your workpaper that cite Form 3922 Boxes 4 and 5, and Publication 525 for the basis increase when ordinary income is present.
• Mismatched dates. Use the legal title transfer date from Box 7 as your acquisition date for holding period. If your broker shows a different date, document the correction and keep both forms.
• Wrong share count. Tie out Box 6 to the shares sold, and if the broker shows a different quantity because of corporate actions, attach the event notice to your file.

A quick word on security and data integrity

Because Form 3922 includes personal data, keep access role based, encrypt files in transit, and avoid local storage on unmanaged devices. Maintain audit logs for e‑filing transmissions, and background verify any outsourced staff who handle live data. This mirrors how disciplined firms preserve client trust during peak workloads.

Light CTA, only if you need it

If your team needs help turning §6039 chaos into predictable delivery, we can plug into your workflow with SOP driven execution, structured workpapers, and review protection, so you hit January 31 and March 31 without scramble. If you are covered, keep this guide handy and run your playbook with confidence.