Reminder of Annual Reporting and IRS Filings for ISO Exercises and ESPP Stock Transfers

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Why it matters

Employers sponsoring ISO or ESPP plans must file annual information returns with the IRS and provide statements to employees for 2025 transactions, using Form 3921 for ISO exercises and Form 3922 for ESPP share transfers. These requirements stem from Internal Revenue Code Section 6039, mandating disclosure of details like employer/employee names, SSNs, grant/exercise dates, prices, fair market values, and share counts[1][2][3][4][5][7].

Involved parties include U.S. corporations (public and private) offering these plans, current/former employees who exercised ISOs or first transferred ESPP shares in 2025, and the IRS. Law firms such as Haynes Boone, Orrick, Goodwin, DLA Piper, and others issued reminders in January 2026[1][3][4][5]. Key agencies are the IRS (receives filings via FIRE or IRIS systems); relevant Code sections are 422 (ISOs), 423 (ESPPs), and 6039 (reporting)[1][2][3][4][5][7].

Context traces to statutory mandates unchanged for years, triggered by 2025 activity; firms now remind due to approaching deadlines adjusted for weekends: employee statements by February 2, 2026; IRS paper filings by March 2, 2026; electronic by March 31, 2026 (mandatory for 10+ forms per type, down from prior 250 threshold). Paper forms must be scannable (orderable from IRS); electronic filers need Transmitter Control Codes; extensions via Form 8809[1][2][3][4][5].

**Newsworthy in early 2026 as deadlines loom (statements just days away from January publications), risking penalties for non-compliance amid lower electronic thresholds and stock plan complexities like multiple transactions or brokerage transfers counting as "first transfers."[1][2][3][4][5]

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