Part 2: Complete the Certifications

You must complete all certifications that apply by checking the appropriate boxes. If all of your corrections relate to underreported tax amounts, complete line 3 only; skip lines 4 and 5 and go to Part 3. If your corrections relate to

overreported tax amounts, other than corrections related to underreported employment tax credits, you have a duty to ensure that your employees’ rights to recover overpaid employee social security and Medicare taxes that you withheld are protected. The certifications on lines 4 and 5 address the requirement to:

• Repay or reimburse your employees for the overcollection of employee social security and Medicare taxes, or

• Obtain consents from your employees to file a claim on their behalf. See Rev. Proc. 2017-28 for guidance on the requirements for both a request for employee consent and for the employee consent.

3. Filing Forms W-2 or Forms W-2c Check the box on line 3 to certify that you filed or will file Forms W-2 or Forms W-2c with the SSA, as required, showing your employees’ correct wage and tax amounts. See the General Instructions for Forms W-2 and W-3 for detailed information about filing requirements.

You must check the box on line 3 to certify that you filed Forms W-2 or Forms W-2c even if your corrections on Form 941-X don’t change amounts shown on those forms. For example, if your only correction to Form 941 involves misstated tax adjustments, which don’t impact the amounts reported on your employees’ Forms W-2 (see the instructions for line 15, later), check the box on line 3 to certify that you already filed all required Forms W-2 and W-2c with the SSA. In this situation, you’re certifying that you don’t need to file Form W-2c because you already filed a correct Form W-2.

4. Certifying Overreporting Adjustments If you overreported federal income tax, social security tax, Medicare tax, or Additional Medicare Tax and checked the box on line 1, check the appropriate box on line 4. You may need to check more than one box. If you obtained written statements from some employees but you couldn’t locate employees or secure the statements of the remaining employees, check all applicable boxes. Provide a summary on line 43 of the amount of the corrections both for the employees who provided written statements and for those who didn’t.

4a. Check the box on line 4a if your overreported amount includes each affected employee share of overcollected taxes. You’re certifying that you repaid or reimbursed the employee share of current- and prior-year taxes and you received written statements from the employees stating that they didn’t and won’t receive a refund or credit for the prior-year taxes. You’re certifying that you adjusted federal income tax or Additional Medicare Tax withheld from employees for the current calendar year only. Don’t send these statements to the IRS. Keep them for your records. Generally, all employment tax records must be kept for at least 4 years. Records related to qualified sick leave wages and qualified family leave wages for leave taken after March 31, 2021, and before October 1, 2021, should be kept for at least 6 years. Copies must be submitted to the IRS if requested.

4b. Check the box on line 4b to certify that your overreported amount is only for the employer share of taxes on those employees who you were unable to find or

10 Instructions for Form 941-X (Rev. 4-2026)

those who didn’t give you a statement described on line 4a.

4c. Check the box on line 4c to certify that your overreported amount is only for federal income tax, social security tax, Medicare tax, or Additional Medicare Tax that you didn’t withhold from your employees.

5. Certifying Claims If you’re filing a claim for refund or abatement of overreported federal income tax, social security tax, Medicare tax, or Additional Medicare Tax and checked the box on line 2, check the appropriate box on line 5. You may need to check more than one box. If you obtained written statements or consents from some employees but you couldn’t locate employees or secure the statements or consents of the remaining employees, check all applicable boxes. Provide a summary on line 43 of the amount of the corrections for both the employees who provided statements or consents and for those who didn’t.

Caution: You can’t file a refund claim to correct the incorrect amount of federal income tax or Additional Medicare Tax actually withheld from employees in a prior year. If you request their consent to file a claim for social security tax or Medicare tax, you must tell your employees that you can’t claim a refund of any Additional Medicare Tax on their behalf. See Rev. Proc. 2017-28 for sample language to use in your request.

5a. Check the box on line 5a if your overreported tax includes each affected employee share of social security and Medicare taxes. You’re certifying that you repaid or reimbursed the employees their shares of social security and Medicare taxes. For refunds of employee social security and Medicare taxes overcollected in prior years, you’re certifying that you received written statements from those employees stating that they didn’t and won’t receive a refund or credit for the prior-year taxes. Don’t send these statements to the IRS. Keep them for your records. Generally, all employment tax records must be kept for at least 4 years. Records related to qualified sick leave wages and qualified family leave wages for leave taken after March 31, 2021, and before October 1, 2021, should be kept for at least 6 years. Copies must be submitted to the IRS if requested.

5b. Check the box on line 5b if your overreported tax includes each affected employee share of social security and Medicare taxes and you haven’t yet repaid or reimbursed the employee share of taxes. You’re certifying that you received consent from each affected employee to file a claim on the employee share of those taxes and you received written statements from those employees stating that they didn’t and won’t receive a refund or credit for the prior-year taxes.

• Affirmatively state that the employee authorizes the employer to claim a refund for the overpayment of the employee share of tax;

Don’t send these statements and consents to the IRS. Keep them for your records. Generally, all employment tax records must be kept for at least 4 years. Records related to qualified sick leave wages and qualified family leave wages for leave taken after March 31, 2021, and before October 1, 2021, should be kept for at least 6 years. Copies must be submitted to the IRS if requested.

In certain situations, you may not have repaid or reimbursed your employees or obtained their consents prior to filing a claim, such as in cases where the period of limitations on credit or refund is about to expire. In those situations, file Form 941-X, but don’t check a box on line 5. Tell us on line 43 that you haven’t repaid or reimbursed employees or obtained consents at the time you file the claim. However, you must repay or reimburse your employees and certify that you’ve done so before the IRS can allow the claim.

5c. Check the box on line 5c to certify that your overreported tax is only for the employer share of social security and Medicare taxes. This applies when affected employees didn’t give you consent to file a claim for refund for the employee share of social security and Medicare taxes, they couldn’t be found, or they didn’t give you a statement described on line 5b.

5d. Check the box on line 5d to certify that your overreported amount is only for federal income tax, social security tax, Medicare tax, or Additional Medicare Tax that you didn’t withhold from your employees.