📅 March 31, 2025 – IRS Filing Deadline for Employers

This deadline applies when filing Forms 3921 and 3922 electronically with the IRS. If filing by paper, the due date was February 28, 2025.

These information returns are required annually when employees participate in certain stock plans.

🧾 Form 3921 – Exercise of an Incentive Stock Option (ISO) Under Section 422(b)

• What does it report?
  Form 3921 reports each time an employee exercises an Incentive Stock Option (ISO), as defined under Section 422(b) of the Internal Revenue Code.

• Who must file it?
  The employer (or the corporation issuing the stock) is required to file this form with the IRS and provide a copy to the employee.

• What information is included?

  • Employee's name

  • Grant date and exercise date

  • Exercise price

  • Fair market value (FMV) on the exercise date

  • Number of shares acquired

• Why it matters:
  While exercising ISOs generally doesn’t result in ordinary income, it may trigger Alternative Minimum Tax (AMT) consequences for the employee.

🧾 Form 3922 – Transfer of Stock Acquired Through an Employee Stock Purchase Plan (ESPP) Under Section 423(c)

• What does it report?
  This form is used when an employee acquires stock through a qualified ESPP under Section 423 and transfers the shares.

• Who must file it?
  The employer must file Form 3922 with the IRS and send a copy to the employee.

• What information is included?

  • Grant date and purchase date

  • FMV on both dates

  • Purchase price

  • Number of shares transferred

• Why it matters:
  Transferring these shares can lead to taxable events for the employee, depending on the timing and nature of the sale.

✉️ Employee Copy vs. IRS Filing

• Forms must have been furnished to employees by January 31, 2025.

• The electronic IRS filing deadline is March 31, 2025 (usually via the FIRE system – Filing Information Returns Electronically).