As a reminder, the Internal Revenue Code requires that you furnish an information return to each individual (“optionee”) who exercised an incentive stock option (ISO) during 2022 and to each individual (“transferor”) who transferred shares during 2022 that were acquired under an employee stock purchase plan (ESPP). A copy of these returns also must be filed with the Internal Revenue Service (IRS). The information return is a Form 3921 for ISO exercises and a Form 3922 for applicable ESPP transfers. We recommend that you contact your equity plan service provider or tax provider for more information, as certain capitalization management providers or other equity administration providers may be able to assist in furnishing and filing Forms 3921 and 3922.

The deadline for furnishing Forms 3921 and 3922 to optionees and transferors is January 31, 2023. The deadline for filing Form 3921 and Form 3922 with the IRS is February 28, 2023, if you physically mail the form, or March 31, 2023, if you send the form electronically. Failures to timely or correctly furnish or file Form 3921 or Form 3922 generally will be subject to penalties. You may be eligible for an extension.

If you fail to file a correct information return by the due date and you cannot show reasonable cause, you may be subject to a penalty.