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Department of the Treasury
Instructions for Form 8937 Internal Revenue Service

(Rev. December 2017)
Report of Organizational Actions Affecting Basis of Securities

Section references are to the Internal Revenue Code unless Organizational actions occurring after 2013 affecting
otherwise noted. securities futures contracts.
Organizational actions occurring after 2013 affecting fixed
Future Developments yield, fixed term debt instruments described in Regulations
For the latest information about developments related to section 1.6045-1(n)(2)(i) (other than debt instruments
Form 8937 and its instructions, such as legislation enacted described in Regulations section 1.6045-1(n)(2)(ii)).
after they were published, go to IRS.gov/Form8937. Organizational actions occurring after 2015 affecting debt
instruments described in Regulations section 1.6045-1(n)(3)
General Instructions (for example, a variable rate debt instrument, a contingent
payment debt instrument, a convertible debt instrument, a
Who Must File payment-in-kind debt instrument, or an inflation-indexed debt
File Form 8937 if you are an issuer of a specified security that instrument).
takes an organizational action that affects the basis of that
security. A specified security is: Exceptions
Any share of stock in an entity organized as, or treated for
federal tax purposes as, a corporation; Public reporting. You are not required to file Form 8937
Any interest treated as stock, including, for example, an with the IRS if, by the due date, you post a completed and
American Depositary Receipt; signed Form 8937 in a readily accessible format in an area of
An option, warrant, or stock right described in Regulations your primary public website dedicated to this purpose and
section 1.6045-1(m)(2); you keep it accessible to the public on this website or the
A securities futures contract; or primary website of any successor organization for 10 years.
A debt instrument (other than a debt instrument subject to You may electronically sign the Form 8937 that is posted to
section 1272(a)(6) or a short-term obligation). your website as long as you identify the individual who is
signing the penalties of perjury declaration.
File Form 8937 when an organizational action affects the
basis of holders of a security or holders of a class of the Exempt recipients. No reporting is required if you
security. For example, you must file Form 8937 if you make a determine that all the holders of the security are exempt
nontaxable cash distribution to shareholders or if you make a recipients, including C corporations, charitable organizations,
nontaxable stock distribution to shareholders, including a foreign holders, IRAs, Archer MSAs, health savings accounts
stock split. In addition, if a conversion rate adjustment on a (HSAs), the United States, a state, or political subdivisions,
convertible debt instrument results in a distribution under as defined in Regulations section 1.6045B-1(b)(5).
section 305(c) (for example, because of a cash distribution to Certain money market funds. No reporting is required by
shareholders), you must file Form 8937 if the adjustment a regulated investment company (RIC) that can hold itself out
occurs after December 31, 2015. Do not file Form 8937 if you as a money market fund under Rule 2a-7 under the
distribute stock to someone exercising a previously granted Investment Company Act of 1940.
right to purchase stock. While this action bears on the basis
of the stock being distributed, it does not affect the basis of Special Rules
stock held by others. You must instead report the basis of the
stock being distributed when you purchase back or transfer S corporations. If an S corporation reports the effect of any
custody of the stock. You do not need to file Form 8937 for organizational action affecting the basis of its stock on a
an initial public offering or an issuance of a debt instrument. Schedule K-1 (Form 1120S) timely filed for each shareholder
However, you may need to file Form 8937 for an issuance of and timely gives a copy to all proper parties, no Form 8937 is
a debt instrument in a recapitalization, including a required to be filed with regard to that organizational action.
recapitalization resulting from a significant modification or a
bankruptcy reorganization. Certain RICs and REITs. A regulated investment company
(RIC) or a real estate investment trust (REIT) that reports
Do not report a distribution on Form 8937 if the distribution undistributed capital gains to shareholders on Form 2439 can
is reportable as a dividend on Form 1099-DIV. satisfy the organizational action reporting requirements for
The requirement to file Form 8937 applies to both those undistributed gains if the RIC or REIT timely files and
domestic and foreign issuers of securities if the security is gives Form 2439 to all proper parties for the organizational
owned by U.S. taxpayers, either directly or as a depositary action. RICs, REITs, and brokers holding custody of RIC and
receipt. REIT stock must then adjust basis in accordance with the
information reported on Form 2439.
This filing requirement applies to organizational actions
occurring after 2010 for a specified security as follows. When To File
Organizational actions occurring after 2010 affecting stock
Form 8937 must be filed with the IRS on or before the 45th
other than regulated investment company stock.
day following the organizational action or, if earlier, January
Organizational actions occurring after 2011 affecting
15 of the year following the calendar year of the
regulated investment company stock.
organizational action. You may file the return before the
Organizational actions occurring after 2013 affecting
organizational action if the quantitative effect on basis is
options, warrants, or stock rights.

Aug 31, 2017 Cat. No. 57457H

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determinable. For purposes of determining this deadline, a it is shown that the failure is due to reasonable cause and not
redemption occurs on the last day a holder may redeem a willful neglect. See sections 6721 through 6724.
security.
Acquiring and successor entities. An acquiring or
To report the quantitative effect on basis by the due successor entity of an issuer must satisfy these reporting
TIP date, you may make reasonable assumptions about obligations if the issuer has not done so. If neither the issuer
facts that cannot be determined before the due date. nor the acquiring or successor entity satisfies the reporting
You must file a corrected return within 45 days of determining obligations, both are jointly and severally liable for any
facts that result in a different quantitative effect on basis from applicable penalties.
what was previously reported. For additional information, see
Regulations sections 1.6045B-1(a)(2)(ii) and 1.6045B-1(g),
Specific Instructions
Example 2.
Part I
Where To File
Boxes 1 and 2. Enter the issuer's name and employer
Send Form 8937 to Department of the Treasury, Internal identification number (EIN).
Revenue Service, Ogden, UT 84201-0054.
Boxes 3, 4, 5, 6, and 7. Enter the name, telephone number,
Issuer Statements email address, and mailing address of a contact person.
If you are required to file Form 8937, you must give a copy of Boxes 8, 9, 10, 11, 12, and 13. For each security involved
Form 8937 to each security holder of record as of the date of in the organizational action, enter the requested information.
the organizational action and all subsequent holders of Complete all boxes that apply.
record up to the date you give the copy of Form 8937. If you
record the security on your books in the name of a nominee, Note. If a box does not apply, leave it blank.
you must give the copy of Form 8937 to the nominee in lieu of In box 9, enter the classification of the security (such as
the holder. However, if you, your agent, or a plan you operate stock) and include any description about the class of security
is listed as the nominee, you must give the copy of Form affected.
8937 to the holder.
You are considered to have given a copy of Form 8937 to Part II
all holders and nominees if you post a completed Form 8937 For each security involved in the organizational action, enter
to your primary public website under the rules listed under the requested information.
Public reporting, earlier.
You are not required to, but may, give a copy of Form Paperwork Reduction Act Notice. We ask for the
8937 to a holder or nominee if the holder is an exempt information on this form to carry out the Internal Revenue
recipient. See Exempt recipients, earlier. laws of the United States. You are required to give us the
You may give holders and nominees a written statement information. We need it to ensure that you are complying with
instead of a copy of Form 8937. The written statement must these laws and to allow us to figure and collect the right
include the same information as provided on Form 8937 and amount of tax.
must indicate that the information is being reported to the You are not required to provide the information requested
IRS. on a form that is subject to the Paperwork Reduction Act
Time for furnishing statements. You must give holders or unless the form displays a valid OMB control number. Books
nominees an issuer statement on or before January 15 of the or records relating to a form or its instructions must be
year following the calendar year of the organizational action. retained as long as their contents may become material in
For purposes of determining this deadline, a redemption the administration of any Internal Revenue law. Generally,
occurs on the last day a holder may redeem a security. You tax returns and return information are confidential, as
can give an issuer statement before the organizational action required by section 6103.
if you have determined the quantitative effect on basis. If you The time needed to complete and file this form will vary
file a corrected Form 8937 with the IRS, you must give a depending on individual circumstances. The estimated
corrected issuer statement by the later of the January 15 due average time is:
date above or 45 days after you determine the facts that
result in a different quantitative effect on basis from what was Learning about the law or the form. . . . . . . 35 min.
previously reported. Preparing the form. . . . . . . . . . . . . . . . . 40 min.
Penalties Recordkeeping . . . . . . . . . . . . . . . . . . . 2 hr., 52 min.
Agents. An issuer may use an agent, including a depositary,
to satisfy these reporting requirements. However, the issuer
remains liable for any penalty for any failure to comply unless

-2- Instructions for Form 8937 (December 2017)

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