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Form 3921: Exercise Of an Incentive Stock Option Under Section 422(b)
IRS Form 3921 is used to report the exercise of an incentive stock option under section 422(b) by a corporation for a specific calendar year; it must be filed when a share transfer occurs.
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IRS Form 3921 - Exercise Of an Incentive Stock Option Under Section 422(b)
IRS Form 3921 is used to report the exercise of an incentive stock option under section 422(b) by a corporation for a specific calendar year; it must be filed when a share transfer occurs.
Risk Radar
Scan points- 1Ensure you file Form 3921 for every single share transfer made during that calendar year.
- 2Failing to file Form 3921 for every single transfer made during the calendar year.
- 3Omitting filing when the employee is a nonresident alien, but W-2 is still provided.
- 4Truncating the recipient's Taxpayer Identification Number (TIN) on the statement furnished.
- 5Not entering the Date Option Granted in Box 1.
Plain English
This form tells the IRS that a company issued shares based on someone exercising an incentive stock option. It is required for each time a share transfer happens during the filing year. The information helps the IRS track these compensation events and apply proper tax rules.
Submission Date
- Filing date: 2026-02-10 16:10:39
- Preparation window: collect IDs, supporting records, and signatures in advance.
- Final review: verify names, dates, and required fields before submission.
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Glossary Terms
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What this form is for
- Use this form when a corporation transfers a share of stock to a person who exercised an incentive stock option described in section 422(b) during that calendar year.
- Do not use Form 3921 if the transfer is related to an employee stock purchase plan under section 423(c), as Form 3922 governs those transfers (though both may be needed).
- Check Form 3922 instead when a corporation records or has recorded a transfer of legal title of a share acquired pursuant to the exercise of an option granted under an employee stock purchase plan.
Form selector
Use this form or another form?
Transfer involves ISO but is related to an ESPP
This form reports transfers from an Employee Stock Purchase Plan (Section 423(c)).
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You are the employee receiving the stock transfer and need to report gain/loss
You must use this form to track the transaction for your tax return purposes.
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The corporation transferring the stock is an agent or brokerage firm (not the issuer)
The general rule requires filing by the issuing corporation, but these parties have specific filing requirements.
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Deadline or filing window
The filing requirement triggers each calendar year in which a share of stock is transferred following an option exercise. There is no specific deadline date mentioned, but the obligation applies continuously throughout that calendar year until the required statement is furnished to the transferee.
Checklist
What you need before filling it out
Filing requirement trigger
Transfer of stock pursuant to exercise of ISO under section 422(b) · Instructions p.1
Who must file (Corporation)
The corporation issuing the stock · Instructions p.1
Filing requirement trigger (Agent/Brokerage)
Any agent of the corporation or a brokerage firm distributing shares · Instructions p.1
Recipient information
Name, address, and TIN of the person receiving the stock · Form p.2 / Instructions p.1
ISO specifics for Box 8 check
Fixed or determinable on date of grant · Instructions p.2
Before you submit
- 1Ensure the revision date reads 04/25.
- 2Confirm that the corporation filing Form 3921 transferred a share of stock to a person pursuant to an exercise of an incentive stock option described in section 422(b) during the calendar year.
- 3If filing Copy B, verify that the Transferor's name, address, and TIN are accurately reported.
- 4Verify that the Employee's name, address, and TIN are accurately reported on Form 3921.
- 5Check Box 1 to confirm the Date option granted is correctly entered.
- 6Confirm that the Date option exercised (Box 2) is correctly recorded.
- 7Ensure the Exercise price per share (Box 3) and Fair market value per share on exercise date (Box 4) are accurately listed, noting that Box 8 should be left blank if the exercise price is fixed or determinable on the date of grant.
How to file this form
- 1Complete all fields on IRS Form 3921 (Rev. 4-2025), ensuring you list the name, address, and TIN of the recipient.
- 2Verify that the corporation filing meets the criteria: it must be the issuer, a related entity, an agent, or a distribution/payment party.
- 3If the exercise price was fixed or determinable on the date of grant, ensure Box 8 is left blank.
- 4Furnish this statement to the person whose name appears on Form 3921 (the transfee).
- 5File the completed Form 3921 with the IRS and keep a copy for your records.
Known limitations
- 1A corporation does not need to file IRS Form 3921 if it is a related corporation of the corporation issuing the stock.
- 2An agent of the corporation may be required to file IRS Form 3921 for transfers made during the calendar year.
- 3Any party distributing shares of stock or other payments in connection with the incentive stock option plan (such as a brokerage firm) must file Form 3921.
Field map
Compact field-by-field guide
General Info
2 items
Full legal name and taxpayer identification number (SSN or EIN).
Current mailing address.
Details
2 items
Complete all applicable sections of this form according to the official IRS instructions.
Enter the relevant dollar amount if this form involves tax calculation.
Certification
1 items
Read and acknowledge any certifications required by this form.
Signatures
1 items
Sign and date. Unsigned forms cannot be processed.
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Fillable formOpen in Editor->The current edition is Revision April 2025 (Rev. 4-2025). For the latest information, filers should consult IRS.gov/Form3921, which also provides general instructions for certain information returns.
What changed or needs a fresh check
- Edition date — confirm the revision reads April 2025
- Fee — Not stated in the official source
- Mailing address — Not stated in the official source (but www.irs.gov/Form3921 is provided)
- Signature — Confirm space for signature exists on Form 3921 (Rev. 4-2025)
Quick Facts
Downloads
After you file
- 1The corporation filing IRS Form 3921 must furnish a statement to the person whose name is listed on the form.
- 2It is encouraged that the filer designates an account number for all copies of IRS Form 3921 filed.
- 3A copy of the filed IRS Form 3921 should be kept by the corporation.
- 4The current edition (Rev. April 2025) must be used until a superseding revision is issued.
Sources
- SRCInstructions p.1 — Every corporation transferring a share of stock pursuant to an incentive stock option under section 422(b) must file Form 3921 for each transfer made during that calendar year.
- SRCInstructions p.1 — Required filers include the corporation issuing the stock, a related corporation, any agent of the corporation, and any party distributing shares or payments in connection with the plan.
- SRCInstructions p.1 — When filing IRS Form 3921, a statement must be furnished to the person whose name is set forth on the form (Transeferee).
- SRCInstructions p.1 — Box 1 requires entering the date the option was granted; Box 2 requires the date the option was exercised.
- SRCForm p.1 — The official title of IRS Form 3921 is Exercise Of an Incentive Stock Option Under Section 422(b).
- SRCInstructions p.1 — The current instructions are for tax year 2025 and subsequent years until a superseding revision is issued.
- SRCForm p.1 — Box 3 on IRS Form 3921 requires the Exercise price per share ($) to be entered.
- SRCInstructions p.1 — A general reminder states that penalties are covered under the General Instructions for Certain Information Returns.
Common confusion points
Who needs to file IRS Form 3921?
Every corporation that transfers a share of stock pursuant to an employee's exercise of an incentive stock option under section 422(b) must file the form for each transfer in that calendar year.
→ Check if your entity is the issuing corporation, a related corporation, or an agent.
What date goes in Box 1?
Enter the date the option was granted on IRS Form 3921.
→ Ensure this matches the grant date documented by the employee.
When should I file IRS Form 3921?
The form must be filed for each transfer made during a specific calendar year.
→ Confirm the transaction occurred within the current tax year being reported.
What is Box 3 on IRS Form 3921?
This box requires entering the exercise price per share of stock.
→ Verify this amount against the option agreement documentation.
Is there an exception for filing if I am a corporation?
Yes, related corporations or parties distributing shares may be exempt from filing as the primary entity, but other parties (like those controlling remuneration) might still need to file.
→ Review the list of required filers on Instructions p.1.
What is the purpose of IRS Form 3921?
It reports the exercise of an incentive stock option under section 422(b).
→ If you are transferring shares from another source, check if it falls under Section 423(c) instead.
Workflow map
Related forms and next steps
Before
Current
After
Often used with
⚠ If something goes wrong
- General Instructions for Certain Information Returns — This document covers specific sections on corrected or void returns.
Questions about IRS Form 3921
What is IRS Form 3921 used for?
This form tells the IRS that a company issued shares based on someone exercising an incentive stock option. It is required for each time a share transfer happens during the filing year. The information helps the IRS track these compensation events and apply proper tax rules.
Who must file IRS Form 3921?
The corporation which transfers a share of stock pursuant to an employee's exercise of an incentive stock option described in section 422(b) must file Form 3921 for that calendar year.
What information does IRS Form 3921 require?
Form 3921 collects details about the transaction, including the Date Option Granted (Box 1), Date Option Exercised (Box 2), and Exercise Price Per Share (Box 3). If required to furnish a statement, the filer must also provide the name and TIN of the transferee.
When is IRS Form 3921 due?
The filing requirement is for each calendar year in which the corporation transfers a share of stock pursuant to an employee's exercise of an incentive stock option described in section 422(b).
Where do I file IRS Form 3921?
The form can be filed electronically through the IRS Information Reporting Intake System (IRIS) portal, or it must be furnished directly to the person whose name is set forth on Form 3921.
How do I complete IRS Form 3921?
The filer must first enter the Date Option Granted (Box 1), followed by the Date Option Exercised (Box 2) and the Exercise Price Per Share (Box 3). If required, a statement must be furnished to the transferee, ensuring the recipient's TIN is not truncated on the statement.
What happens if IRS Form 3921 is filed incorrectly?
While specific penalties are not detailed for incorrect filing in this excerpt, failure to file when required means the corporation does not provide the necessary statement to the transferee. The IRS encourages designating an account number for all Forms 3921 filed.
Who needs to file IRS Form 3921?
Every corporation that transfers a share of stock pursuant to an employee's exercise of an incentive stock option under section 422(b) must file the form for each transfer in that calendar year. Check if your entity is the issuing corporation, a related corporation, or an agent.
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