Section 4. A Governmental Unit or an Affiliate of

a Governmental Unit (Other Than a Section 509(a)(3) Supporting Organization) Described in Rev. Proc. 95-48, 1995-2 C.B. 418 Note: This form is not for organizations exempt from federal income tax under section 501(c) requesting reclassification as a governmental unit.

If you are exempt from federal income tax under section 501(c) and are requesting reclassification as a governmental unit, you must obtain a letter ruling by following the procedures specified in Rev. Proc. 2026-5, 2026-1 I.R.B. 258, or its successor. There is a fee associated with obtaining such a letter ruling.

Line 1. Answer “Yes” if you are described under section 501(a) but not under section 509(a)(3). If “No,” stop and do not submit Form 8940 to request a Form 990 filing exception.

Line 2. Answer “Yes” if you are a governmental unit because you meet one of the following definitions.

A. A state or local governmental unit as defined in Regulations section 1.103-1(b), which includes a state, a territory of the United States, the District of Columbia, or any political subdivision thereof. B. An organization entitled to receive deductible charitable contributions as an organization described in section 170(c)(1), which is a state, a territory of the United States, or any political subdivision of any of the foregoing, or the United States or the District of

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

Columbia, but only if the contribution or gift is made for exclusively public purposes. C. An Indian tribal government or a political subdivision thereof under sections 7701(a)(40) and 7871. If “Yes,” explain and stop here.

Line 3. Answer “Yes” if you are an affiliate of a governmental unit because you have a ruling or determination stating that:

A. Your income is excluded from gross income under section 115, B. You are entitled to receive deductible contributions under section 170(c)(1) on the basis that they are for the use of governmental units, or C. You are a wholly owned instrumentality of a state or political subdivision of a state for employment tax purposes (sections 3121(b)(7) and 3306(c)(7)). If “Yes,” at the end of this form, upload a copy of your ruling or determination letter and stop here.

Line 4. Answer “Yes” if:

• Your governing body is elected by the public under local statute or ordinance; or

• A majority of the members of your governing body are appointed by a governmental unit, an affiliate of a governmental unit, or a public official acting in an official capacity.

If “Yes,” explain. If “No,” stop here.

Line 4a. Answer “Yes” if you satisfy at least two of the five affiliation factors listed. Check the appropriate boxes and explain (including references from your articles, bylaws, etc.).

If you are described in sections 509(a)(1) and 170(b)(1) (A)(vi) or section 509(a)(2), you may request a determination that a potential grant, contribution, or bequest (referred to collectively as “grant” in this Schedule E and instructions) be classified as an “unusual grant” under Regulations section 1.170A-9(f)(6)(ii) or 1.509(a)-3(c)(3).

In general, substantial grants from disinterested parties will be considered unusual if they:

1. Are attracted by reason of the publicly supported nature of the organization;

2. Are unusual or unexpected with respect to the amount thereof; and

3. Would, by reason of their size, adversely affect the status of the organization as normally being publicly supported for the applicable period for determining whether the organization meets its public support test.

In determining whether a particular grant may be excluded as an unusual grant, all pertinent facts and circumstances will be taken into consideration. No single factor will necessarily be determinative. See Regulations sections 1.170A-9(f)(6)(iii) and 1.509(a)-3(c)(4) for the factors for determining if a grant is unusual.

Line 1. Answer “Yes” if you are described in section 501(c)(3) and under sections 509(a)(1) and 170(b)(1)(A) (vi) or section 509(a)(2).

Line 2. Answer “Yes” if you were selected for the grant because of your publicly supported nature and explain.

Line 3. Answer “Yes” if the amount of the grant is unusual or unexpected and explain.

Line 4. Answer “Yes” if the grant, due to its size, would adversely affect your status as a publicly supported organization and explain.

Line 5. Provide the name of the grantor, the amount of the grant, when you expect to receive the grant (and whether a single payment or multiple payments over a period of time), and the purpose(s) for which you will use the grant funds.

Line 6. Section 4946(a)(1) defines the term “disqualified person” as a person who is:

A. A substantial contributor, as defined in section 507(d)(2) (generally, a person who has contributed or bequeathed more than 2% of your total contributions and bequests received, if over $5,000); B. A foundation manager (within the meaning of section 4946(b)(1)); C. An owner of more than 20% of (i) the total combined voting power of a corporation, (ii) the profits interest of a partnership, or (iii) the beneficial interest of a trust or unincorporated enterprise, which is a substantial contributor to the foundation; D. A member of the family (as defined in section 4946(d) (spouse, ancestors, children, grandchildren, great-grandchildren, and spouses of children, grandchildren, and great-grandchildren)) of any individual described in subparagraph A, B, or C; E. A corporation of which persons described in subparagraph A, B, C, or D own more than 35% of the total combined voting power; F. A partnership in which persons described in subparagraph A, B, C, or D own more than 35% of the profits interest; or G. A trust or estate in which persons described in subparagraph A, B, C, or D hold more than 35% of the beneficial interest. Section 4946(b) defines the term “foundation manager,” with respect to any private foundation, as an officer, director, or trustee of a foundation (or an individual having powers or responsibilities similar to those of officers, directors, or trustees of the foundation).

Line 7. If “Yes,” explain how the contributor or any person standing in a relationship to such contributor, which is described in sections 4946(a)(1)(C) through (G) (defined above), continues to directly or indirectly exercise control over you.

Line 8. Indicate whether the contribution was a bequest or an inter vivos transfer. A bequest will ordinarily be given more favorable consideration than an inter vivos transfer.

Line 9. Describe the type of the expected grant.

Line 10. Describe any actual program of public solicitation and exempt activities and whether you have been able to attract a significant amount of public support.

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Line 11. Describe how you may reasonably be expected to attract a significant amount of public support subsequent to the particular contribution.

Line 12. Answer “Yes” if, prior to the contribution, you were able to meet your applicable public support test without the benefit of any exclusions of unusual grants and explain.

Line 13. If “Yes,” explain how your governing body is made up of public officials, or individuals chosen by public officials acting in their capacity as such; of persons having special knowledge in the particular field or discipline in which you operate; of community leaders, such as elected officials, clergymen, and educators; or, if you are a membership organization, of individuals elected under your governing instrument or bylaws by a broadly based membership.

Line 14. Regulations section 1.507-2(a)(7) states that whether or not a particular condition or restriction imposed upon a transfer of assets is material must be determined from all of the facts and circumstances of the transfer. Some of the more significant facts and circumstances to be considered in making such a determination are:

• Whether the public charity (including a participating trustee, custodian, or agent in the case of a community trust) is the owner in fee of the assets it receives;

• Whether such assets are to be held and administered by the public charity in a manner consistent with one or more of its exempt purposes;

• Whether the governing body of the public charity has the ultimate authority and control over such assets, and the income derived therefrom; and

• Whether, and to what extent, the governing body of the public charity is organized and operated so as to be independent from the transferor.

Supporting organizations are described in section 509(a) (3) based on the type of relationship they have with their supported organization(s). Under the Pension Protection Act of 2006 (PPA), supporting organizations are classified as Type I, Type II, or Type III supporting organizations.

A Type I supporting organization is operated, supervised, or controlled by its supported organization(s) (comparable to a parent-subsidiary relationship).

A Type II supporting organization is supervised or controlled in connection with its supported organization(s) (comparable to a brother-sister relationship).

A Type III supporting organization is operated in connection with its supported organization(s). The PPA further classifies Type III supporting organizations into the following two categories: Type III supporting organizations that are functionally integrated (FI Type III) or Type III supporting organizations that are not functionally integrated (NFI Type III). Thus, there are four different types of supporting organizations.

The rules for FI Type III and NFI Type III supporting organizations are discussed in the Instructions for Schedule A (Form 990).

If you are a nonexempt charitable trust described in section 4947(a)(1) and are requesting an initial determination that you are described in section 509(a)(3), then furnish the following information from the date that you first became described in section 4947(a)(1) (but not before October 9, 1969) to the present.

If you did not qualify under section 509(a)(3) in 1 or more prior years after October 9, 1969, in which you were described in section 4947(a)(1), then you cannot be issued a section 509(a)(3) determination letter except in accordance with the procedures for termination of private foundation status under section 507(b)(1)(B), set forth in Part II (Form 8940, Schedule G).

Line 1. Answer “Yes” if you are a nonexempt charitable trust described in section 4947(a)(1) requesting an initial determination that you are described in section 509(a)(3). If “No,” continue to line 2.

Line 1a. Provide a list of all of the trustees that have served, together with a statement stating whether such trustees were disqualified persons within the meaning of section 4946(a) (other than as foundation managers). At the end of this form, upload a copy of your original trust instrument and all amendments adopted thereafter.

Line 2. List the name, address, and EIN of each organization you support.

Line 3. Describe your activities and explain how they are solely engaged in to support or benefit your supported organizations.

Line 4. Answer “Yes” if each supported organization has a letter from the IRS recognizing it as a public charity under section 509(a)(1) or (2).

Tip: Before you file your application, use Tax Exempt Organization Search on IRS.gov to confirm whether each of your supported organizations is currently recognized as exempt and is classified as a public charity.

Line 4a. Answer “Yes” if any supported organization you listed on line 2 received a letter from the IRS stating that it’s exempt under section 501(c)(4), (5), or (6) and the supported organization meets the public support test under section 509(a)(2). See Pub. 557 for information on the public support test for section 509(a)(2).

If you answer “No,” describe how each organization you support is a public charity under section 509(a)(1) or (2). For example, if you support a church, a foreign organization, or an organization described in section 501(c)(4), (5), or (6) that meets the public support test in section 509(a)(2) that hasn’t received a determination letter recognizing it as an exempt organization, you should describe how this organization qualifies as a public charity under section 509(a)(1) or (2). See Pub. 557 for information on public charities under sections 509(a)(1) and (2).

Line 5. Relationship test. To qualify under section 509(a)(3), you must show that you meet one of three relationship tests with your supported organization(s). Select the option that best describes your relationship with your supported organization(s).

• Type I (“operated, supervised, or controlled by” relationship; comparable to a parent-subsidiary

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relationship): A majority of your governing board or officers are elected or appointed by the governing body, members of the governing body, officers acting in their official capacity, or the membership of your supported organization(s).

• Type II (“supervised or controlled in connection with” relationship; comparable to a brother-sister relationship): Your control or management is vested in the same persons who control or manage your supported organization(s).

• Type III (“operated in connection with” relationship; responsive to the needs or demands of, and having significant involvement in the affairs of, the supported organization(s)):

1. One or more of your officers, directors, or trustees are elected or appointed by the officers, directors, trustees, or membership of your supported organization(s);

2. One or more of your officers, directors, trustees, or other important office holders are also members of the governing body of your supported organization(s); or

3. Your officers, directors, or trustees maintain a close and continuous working relationship with the officers, directors, or trustees of your supported organization(s).

Tip: If you don’t meet one of these three relationship tests, you aren’t described in section 509(a)(3).

Line 6. Describe how you are organized to meet the relationship test identified on line 5. (See Regulations sections 1.509(a)-4(g)–(i) for more information on how to meet each relationship test.)

If applicable, for Type III organizations, describe how your officers, directors, or trustees maintain a close and continuing relationship with the officers, directors, or trustees of your supported organization(s).

spouses of children, grandchildren, and great-grandchildren.

Foundation managers are officers, directors, or trustees, or an individual having powers or responsibilities similar to those of a foundation’s officers, directors, or trustees.

Business relationships are employment and contractual relationships, and common ownership of a business where any officers, directors, or trustees, individually or together, possess more than a 35% ownership interest in common. “Ownership” means voting power in a corporation, profits interest in a partnership, or beneficial interest in a trust.

Line 9. Organizational test. If you answered “No,” and you are a Type III supporting organization, you must amend your organizing document to specify your supported organization(s) by name; or you won’t meet the organizational test under section 509(a)(3) and need to reconsider your requested public charity classification.

Line 9a. If you answered “No,” you won’t meet the organizational test under section 509(a)(3) unless you amend your organizing document to specify your supported organization(s) by name, purpose, or class, and need to reconsider your requested public charity classification.

Line 10. When responding to this question, don’t include organizations described in section 509(a)(1), (2), or (4). A family member for this purpose includes spouse, ancestors, children, grandchildren, great-grandchildren, and spouses of children, grandchildren, and great-grandchildren.

Tip: This prohibition on contributions from controlling donors only applies to Type I and Type III supporting organizations.

Line 11. Type III responsiveness test. Answer “Yes” if, because of your relationship described on line 6, each of your supported organizations has a significant voice in your investment policies, making and timing of grants, and directing the use of your income and assets, and explain how each of your supported organizations is involved in these matters.

Line 12. Type III notification requirement. A Type III supporting organization must provide the notice described in this question. If you’re a Type III supporting organization, you’ll be required to answer this question annually on your annual information return (Schedule A (Form 990)).

A Type III supporting organization must annually provide the following to each of its supported organizations.

1. A written notice addressed to a principal officer of the supported organization describing the type and amount of all of the support, including any amounts counting toward the distribution requirement you provided to the supported organization during the immediately preceding tax year and including a brief narrative description of the support provided and sufficient financial detail to identify the types and amounts of support being reported.

Lines 7–8. Prohibited control by disqualified person. You can’t be described in section 509(a)(3) if you’re directly or indirectly controlled by disqualified persons. Without proof of independent control (as described in Regulations section 1.509(a)-4(j)(2)), you are controlled if disqualified persons:

• Can exercise 50% or more of the total voting power of your governing body;

• Have authority to affect significant decisions, such as power over your investment decisions, or power over your charitable disbursement decisions; or

• Can exercise veto power over your actions.

Although control is generally demonstrated where disqualified persons have the authority over your governing body to require you to take an action or refrain from taking an action, indirect control by disqualified persons will also disqualify you as a supporting organization.

For a disqualified person, see the instructions for Schedule E, line 6, earlier.

Family includes an individual’s spouse, ancestors, children, grandchildren, great-grandchildren, and the

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2. A copy of your most recently filed Form 990-series return or notice.

3. A copy of your governing documents and any amendments, if not previously provided.

Lines 13–15. Type III integral part test. An organization seeking classification as a Type III supporting organization must meet an integral part test, which is satisfied by maintaining significant involvement in the operations of one or more supported organizations and providing support on which the supported organizations are dependent. A Type III supporting organization may be functionally integrated (lines 13–14) or non-functionally integrated (lines 15 and 15a–c) depending on the manner in which it meets the integral part test. FI Type III supporting organizations are subject to fewer restrictions and requirements than NFI Type III supporting organizations.

Lines 13–14. Integral part test—Functionally integra- ted. To be a functionally integrated supporting organization, you must meet one of the following.

1. You are the parent of each of your supported organizations (line 13).

2. You support only governmental supported organizations (line 13).

3. Substantially all your activities directly further the exempt purposes of your supported organization(s) (line 14).

Line 13. Answer “Yes” and explain if you’re the parent of each of your supported organizations because:

1. You and your supported organizations are part of an integrated system (for example, a hospital system);

2. You direct the overall policies, programs, and activities of each of your supported organizations (for example, coordinating the activities of the supported organizations and engaging in overall planning, policy development, budgeting, and resource allocation); and

3. Your governing body, members of your governing body, or your officers (acting in their official capacities) appoint or elect, directly or indirectly, a majority of the officers, directors, or trustees of each of your supported organizations and have the power to remove and replace such directors, officers, or trustees, or otherwise have an ongoing power to appoint or elect such directors, officers, or trustees.

Example. N, an organization described in section 501(c)(3), is the parent organization of a healthcare system consisting of two hospitals (Q and R) and an outpatient clinic (S), each of which is described in section 509(a)(1), and a taxable subsidiary (T). N is the sole member of each of Q, R, and S. Under the charter and bylaws of each of Q, R, and S, N appoints all members of the board of directors of each corporation. N engages in the overall coordination and supervision of the healthcare system’s exempt subsidiary corporations Q, R, and S in approval of their budgets, strategic planning, marketing, resource allocation, securing tax-exempt bond financing,

and community education. N also manages and invests assets that serve as endowments of Q, R, and S.

Also, answer “Yes” and explain if you support only governmental supported organizations because:

1. You support only one or more governmental supported organizations;

2. A substantial part of your activities directly further the exempt purposes of at least one governmental supported organization; and

3. If you support more than one governmental supported organization, all of the governmental supported organizations either operate in the same city, county, or metropolitan area, or they work in close coordination or collaboration together to conduct a service, program, or activity you support.

Line 14. Answer “Yes” if substantially all of your activities directly further the exempt purposes of one or more supported organizations by performing the functions of, or carrying out the purposes of, such supported organization(s), and but for your involvement, your supported organization(s) would normally engage in such activities. Describe the activities that you conduct.

Holding title to and managing assets that are used (or held for use) directly in carrying out the exempt purposes of your supported organization (exempt-use assets) are activities that directly further the exempt purposes of your supported organization. Conversely, with certain exceptions, fundraising, making grants (whether to the supported organization or to third parties), and investing and managing non-exempt-use assets aren’t activities that directly further the exempt purposes of the supported organization. See Regulations section 1.509(a)-4(i)(4)(ii) for more information.

Line 15. Integral part test—Non-functionally integra- ted. To satisfy the integral part test as a non-functionally integrated supporting organization, you must annually distribute at least 85% of your adjusted net income or your minimum asset amount for the prior tax year (whichever is greater) to your supported organization(s). A Type III supporting organization must distribute one-third or more of its distributable amount to one or more supported organizations that are attentive to the operations of the supporting organization (within the meaning of Regulations section 1.509(a)-4(i)(5)(iii)(B)). Amounts determined for a given tax year must be distributed by the end of the following tax year, and carryovers of excess distributions are permitted for up to 5 years. You can use Part V of Schedule A (Form 990) to help determine your answer to this question.

Tip: The distributable amount for the first tax year an organization is treated as an NFI Type III supporting organization is zero.

In general, “adjusted net income” is the excess of gross income, including gross income from any unrelated trade or business, determined with certain modifications, reduced by total deductions. Gross income doesn’t include gifts, grants, or contributions. Refer to section 4942(f) and Regulations section 53.4942(a)-2(d) for details on adjusted net income.

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

The minimum asset amount is 3.5% of the fair market value of non-exempt-use assets, decreased by acquisition indebtedness with respect to such assets, and increased by certain amounts received or accrued that were treated as distributed in prior tax years. See Regulations section 1.509(a)-4(i)(5)(ii)(C). For purposes of this line, “non-exempt-use assets” are all assets of the supporting organization other than:

1. Assets described in Regulations sections 53.4942(a) (2)(c)(2)(i) through (iv); and

2. Exempt-use assets, which are assets that are used (or held for use) directly in carrying out the exempt purposes of your supported organization. See Regulations section 1.509(a)-4(i)(8) for more information.

Line 15a. List the total amount you distribute(d) annually to each supported organization. Also, indicate how each amount will vary from year to year.

Line 15b. List the total annual income for each supported organization. If you distribute your income to, or for the use of, a particular department or program of an organization, list the annual revenue of the supported department or program.

Line 15c. Answer “Yes” if your funds are “earmarked” for a particular program or activity conducted by your supported organization(s).

If you are described in section 501(c)(3) and classified by the IRS as a public charity, you may request a determination regarding a change in your public charity classification. Submit a request indicating your current public charity classification and the public charity classification to which you are requesting reclassification.

If you erroneously determined that you were a private foundation but actually qualified and have continued to qualify as a public charity, you may request reclassification as a public charity instead of terminating your private foundation status under section 507(b)(1)(B). You must demonstrate that you have continuously qualified as a public charity since being recognized as an organization described in section 501(c)(3).

Required attachments.

• If you are requesting reclassification as a public charity described under sections 509(a)(1) and 170(b) (1)(A)(iv), sections 509(a)(1) and 170(b)(1)(A)(vi), or section 509(a)(2), submit a completed Schedule A (Form 990), Part II or III (as applicable).

• If you are requesting reclassification as a private operating foundation or exempt operating foundation, submit a completed Form 990-PF, Part XIII.

Line 1. Select the foundation classification you are requesting and complete any required information.