IRS Form 8937 – IRS Forms, Instructions, Pubs 2026 – If your company has undergone a stock split, merger, spin-off, return of capital distribution, or other corporate restructuring, you may need to file IRS Form 8937. This form, officially titled Report of Organizational Actions Affecting Basis of Securities, ensures accurate tax basis adjustments for U.S. taxpayers holding your securities.
Proper filing helps shareholders and brokers report correct capital gains or losses on future sales. Missing or late filing can trigger penalties. This comprehensive, SEO-optimized guide—drawn exclusively from official IRS sources—explains everything you need to know about Form 8937, including who must file, when, how, and common examples.
What Is IRS Form 8937?
IRS Form 8937 is an information return that issuers of specified securities file to report “organizational actions” that affect the tax basis of those securities in the hands of U.S. taxpayers.
The IRS requires this reporting under Internal Revenue Code Section 6045B and related Treasury Regulations. It applies to actions occurring after specific dates (generally post-2010/2011/2013/2015 depending on the security type).
Key purpose: To provide transparent, standardized information so brokers and shareholders can properly adjust cost basis. Without it, taxpayers risk inaccurate tax reporting on Form 1099-B or Schedule D.
The current version is Form 8937 (Rev. December 2017). No newer revision exists as of February 2026, and the IRS has reported no recent developments.
Download the official form here: https://www.irs.gov/pub/irs-pdf/f8937.pdf
Instructions PDF: https://www.irs.gov/pub/irs-pdf/i8937.pdf
Who Must File IRS Form 8937?
You (as the issuer) must file if:
- You are the issuer of a specified security.
- You take an organizational action that affects the basis of that security (or a class of it) for U.S. taxpayers.
Specified securities include:
- Stock in a corporation (or entity treated as a corporation for U.S. tax purposes).
- Interests treated as stock (e.g., American Depositary Receipts — ADRs).
- Certain options, warrants, or stock rights.
- Securities futures contracts.
- Most debt instruments (with limited exceptions for short-term obligations or those under section 1272(a)(6)).
This applies to both domestic and foreign issuers if U.S. taxpayers own the securities directly or via depositary receipts.
Do NOT file for:
- Initial public offerings (IPOs).
- Ordinary issuance of debt instruments (unless part of a recapitalization).
- Distributions reportable as dividends on Form 1099-DIV.
- Stock issued upon exercise of a pre-existing purchase right (this affects only the new stock’s basis).
Common Organizational Actions That Trigger Form 8937
Examples from IRS instructions:
- Nontaxable stock distributions (including stock splits or stock dividends).
- Nontaxable cash distributions (e.g., return of capital that reduces basis).
- Certain mergers, acquisitions, spin-offs, or reorganizations that alter basis.
- Conversion rate adjustments on convertible debt instruments that result in a deemed distribution under section 305(c) (post-2015).
- Recapitalizations or bankruptcy reorganizations involving debt issuance.
The action must affect the basis of all holders of the security (or a class of it).
How to Complete IRS Form 8937?
The one-page form has two main parts. Attach additional statements as needed.
Part I – Reporting Issuer
- Issuer name and EIN.
- Contact person details (name, phone, email, address).
- Date of the action.
- Classification and description of the security (e.g., “Common Stock”).
- CUSIP number, serial numbers, ticker symbol, account numbers (as applicable).
Part II – Organizational Action
- Line 14: Describe the action and relevant date(s).
- Line 15: Quantitative effect on basis (e.g., “$X per share reduction” or “Y% of old basis”).
- Line 16: Detailed calculation and supporting data (market values, valuation dates, etc.).
- Line 17: Applicable IRC sections (e.g., § 301, § 305, § 354, etc.).
- Line 18: Can any resulting loss be recognized? (Yes/No).
- Line 19: Any other information needed to implement the adjustment (e.g., reportable tax year).
Use clear, precise language. Reasonable assumptions are allowed if facts are not fully known by the due date; file a corrected Form 8937 within 45 days if new facts change the effect.
Filing Deadlines, Methods, and Public Reporting Option
Deadline: The earlier of:
- 45 days after the organizational action, or
- January 15 of the year following the calendar year of the action.
You may file early if the basis effect is known. For redemptions, use the last day holders can redeem.
Two ways to satisfy requirements:
- File with IRS + furnish to holders: Mail to Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054. Provide a copy (or equivalent written statement) to each security holder of record as of the action date (and subsequent holders up to distribution) by January 15 of the following year.
- Public website posting (most common for public companies): Post a completed, signed Form 8937 in a readily accessible area of your primary public website dedicated to this purpose. Keep it available for 10 years. This satisfies both IRS filing and holder notification. Electronic signatures are allowed if the signer is clearly identified.
Special rules:
- S corporations can use timely Schedule K-1 (Form 1120S) instead.
- Certain RICs/REITs can use Form 2439 for undistributed capital gains.
- No filing needed if all holders are exempt recipients (C corps, charities, foreign persons, IRAs, etc.) or for certain money market funds.
Penalties for Non-Compliance
Failure to file, late filing, or incorrect information can result in penalties under IRC §§ 6721–6724 (information return penalties). These are indexed for inflation and can be significant for large issuers. The issuer remains liable even if using an agent. Successor or acquiring entities may also be liable.
Timely corrections reduce or eliminate penalties in many cases.
Why Form 8937 Matters for Shareholders and Brokers?
Brokers must use the information on Form 8937 (or your website posting) to adjust cost basis when reporting sales on Form 1099-B. Shareholders use it to calculate accurate gain/loss on their tax returns.
Posting on your investor relations or tax page (as many public companies do) helps maintain compliance and transparency.
Real-World Examples
- Return of capital distribution: A REIT or MLP posts Form 8937 showing the non-dividend portion that reduces shareholder basis.
- Stock split: A 2-for-1 split requires reporting the new per-share basis (typically halved).
- Spin-off: Basis must be allocated between parent and subsidiary stock per IRC rules.
Companies like FirstEnergy, Cheniere Energy, and various ETFs regularly post their Form 8937 filings publicly.
How to Stay Compliant in 2026?
- Monitor corporate actions that could affect basis.
- Consult tax counsel or your transfer agent early.
- Prepare the form with detailed calculations.
- Post to your website within the deadline (recommended for public issuers).
- Retain records for at least 10 years.
- File corrections promptly if assumptions change.
For the absolute latest information, always check the official IRS page: About Form 8937 and IRS.gov/Form8937.
Need the form? Direct download: IRS Form 8937 PDF
This guide is based solely on current IRS publications (Rev. December 2017 instructions and form, confirmed current as of January 2026). Tax rules can be complex—consult a qualified tax professional for your specific situation. Accurate Form 8937 reporting protects your company, your shareholders, and ensures smooth cost-basis compliance under U.S. tax law.
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