Section 2. Request for Reclassification as a

Private Operating Foundation, as Described in Section 4942(j)(3) A private operating foundation must make direct qualifying distributions to be used for the active conduct of the operating foundation’s own programs or activities. These activities must be conducted by the foundation rather than by or through one or more grantee organizations that receive distributions directly or indirectly from the foundation. Regulations section 53.4942(b)-1(b) lists

Instructions for Form 8940 (Rev. 12-2025) 15

several types of expenses that are considered direct qualifying distributions for the active conduct of an operating foundation’s exempt activities.

At the end of this form, upload a completed Form 990-PF, Part XIII.

Line 1. Submit a listing and description of your distributions that details whether your distributions are used directly for the active conduct of your own programs or activities.

Line 2. Describe any adverse impact if you do not receive the requested status.

Line 3. Answer “Yes” if you are changing from public charity to private foundation classification.

Line 3a. Answer “Yes” if you normally fail to meet both the 33 ¹ /3% of support test and the facts-and-circumstances test (that is, you normally fail to receive at least 33 ¹ /3% of your total support from governmental units, direct or indirect contributions from the public, or a combination of these sources, and you normally fail to receive at least 10% but less than 33 ¹ /3% of your total support from contributions made directly or indirectly by the general public or from governmental units and fail to satisfy several other factors). See Regulations section 1.170A-9(f)(3). If “No,” explain.

Line 3b. Answer “Yes” if you normally fail to receive more than one-third of your support from any combination of gifts, grants, contributions, membership fees, and gross receipts from permitted sources, or normally receive more than one-third of your support from gross investment income and the excess of the amount of unrelated business taxable income over the amount of taxes imposed by section 511. If “No,” explain.

Line 3c. Indicate your requested effective date of reclassification as a private foundation.

Line 3d. Answer “Yes” if your governing instrument meets the requirements of section 508(e).

Section 508(e) provides that a private foundation isn’t tax exempt unless its organizing document contains specific provisions. These specific provisions require that you operate to avoid liability for excise taxes under sections 4941(d), 4942, 4943(c), 4944, and 4945(d). You can also meet these provisions by reliance on state law.

See Pub. 557 for samples of provisions that will meet section 508(e). Also, see Appendix B of the Instructions for Form 1023 for a list of states that have enacted statutory provisions that satisfy the requirement of section 508(e), subject to notations. Appendix B is based on Rev. Rul. 75-38, 1975-1 C.B. 161.