Updated September 29, 2026. Quick answer: code GG in Box 12 reports income from qualified equity grants under section 83(i), a special election that lets certain employees defer tax on stock. The amount is wages in Box 1, and the IRS says withholding is at the maximum rate.
What the IRS tells the employer
The instructions define code GG as “Income from qualified equity grants under section 83(i).” and say: “Report the amount includible in gross income from qualified equity grants under section 83(i)(1)(A) for the calendar year.”
Wages and withholding
“This amount is wages for box 1 and you must withhold income tax under section 3401(i) at the rate and manner prescribed in section 3402(t).”
The companion code HH
Code HH is the running total: “Report the aggregate amount of income deferred under section 83(i) elections as of the close of the calendar year.” Ordinary nonstatutory option income is code V instead.
Common mistakes
- Mixing up GG and HH. GG is this year’s income, HH is the aggregate deferred as of year end.
- Assuming GG is the same as code V. They cover different tax rules.
Related: code V.
Every code in one place: the Box 12 codes table. If a withdrawal from one of these accounts is your question, see the Form 1099-R Box 7 codes.
Figures verified against the IRS 2026 General Instructions for Forms W-2 and W-3 on September 30, 2026.
Sources
- IRS, 2026 General Instructions for Forms W-2 and W-3: https://www.irs.gov/pub/irs-pdf/iw2w3.pdf
- IRS, About Form W-2, Wage and Tax Statement: https://www.irs.gov/forms-pubs/about-form-w-2
Code meanings are read from the IRS 2026 General Instructions for Forms W-2 and W-3 (Box 12) at irs.gov on September 29, 2026. General information, not tax advice. Your own facts decide the outcome, and a payroll professional, a preparer or the IRS is the right place to confirm anything consequential.