8937

Report of Organizational Actions Affecting Basis of Securities

Agency
IRS
Revision
December 2017
Fillable fields
100
Pages
2
Official source
IRS form page
Checked
October 21, 2026
Fill 8937 online
Page 1 of form 8937

Form 8937: Report of Organizational Actions Affecting Basis of Securities

Form 8937, Report of Organizational Actions Affecting Basis of Securities, is filed by an issuer of a specified security that takes an organizational action that affects the basis of that security. The instructions give examples such as a nontaxable cash distribution to shareholders or a nontaxable stock distribution, including a stock split.

The instructions define a specified security to include stock in a corporation, interests treated as stock such as an American Depositary Receipt, certain options, warrants and stock rights, securities futures contracts, and many debt instruments. The requirement applies to both domestic and foreign issuers if U.S. taxpayers own the security, directly or as a depositary receipt.

The issuer reports the action to the IRS and gives a copy, or a written statement with the same information, to holders of record or their nominees. You can fill out the PDF free in your browser on this page and download it without an account.

Top of page 1 of Form 8937: Report of Organizational Actions Affecting Basis of Securities, as printed by IRS

What's on Form 8937

Part I, boxes 1 and 2: issuer

The issuer's name and employer identification number (EIN).

Boxes 3 to 7: contact

Name, telephone number, email address and mailing address of a contact for additional information.

Boxes 8 to 13: the security

Date of action, classification and description, CUSIP number, serial numbers, ticker symbol and account numbers.

Part II, lines 14 to 16: the action and its effect

A description of the organizational action and its date, its quantitative effect on basis per share or as a percentage of old basis, and how the change in basis was calculated.

Lines 17 to 19: tax treatment

The Internal Revenue Code sections the treatment is based on, whether any resulting loss can be recognized, and other information such as the reportable tax year.

Signature and paid preparer

Signature under penalties of perjury with printed name and title, and a Paid Preparer Use Only block with PTIN and firm details.

How to fill out Form 8937

  1. 1

    Boxes 1 and 2

    Enter the issuer's name and EIN.

  2. 2

    Boxes 3 to 7

    Enter the name, telephone number, email address and mailing address of a contact person.

  3. 3

    Boxes 8 to 13

    For each security involved, complete every box that applies and leave the rest blank. In box 9, enter the classification, such as stock, and describe the class of security affected.

  4. 4

    Part II

    For each security involved, describe the action, its quantitative effect on basis, the calculation and supporting data, the Code sections relied on, whether a loss can be recognized, and any other information needed.

  5. 5

    Sign

    Sign and date, and print the name and title. A paid preparer, if one is used, completes the preparer block.

Why fill Form 8937 on indox

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Deadlines, where to send it and statements

Deadline

The instructions say Form 8937 is filed on or before the 45th day following the organizational action or, if earlier, January 15 of the year following the calendar year of the action.

Where to send it

The form says to send it, including accompanying statements, to Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054.

Posting on a website

The instructions say filing with the IRS is not required if, by the due date, the issuer posts a completed and signed form on its primary public website and keeps it accessible for 10 years.

Issuer statements

A copy or written statement goes to holders of record or nominees on or before January 15 of the year following the calendar year of the organizational action.

Corrections

The instructions say a corrected return is filed within 45 days of determining facts that result in a different quantitative effect on basis.

Not for dividends

The instructions say not to report a distribution on Form 8937 if it is reportable as a dividend on Form 1099-DIV.

Who files Form 8937?

  • Issuers of specified securities

    Domestic and foreign issuers of stock, options, securities futures contracts or debt instruments owned by U.S. taxpayers, when an organizational action affects basis.

  • Agents and depositaries

    The instructions say an issuer may use an agent, including a depositary, to meet the reporting requirements, but the issuer remains liable for any penalty unless the failure is due to reasonable cause and not willful neglect.

  • Acquiring and successor entities

    An acquiring or successor entity of an issuer reports if the issuer has not. If neither does, the instructions say both are jointly and severally liable for any applicable penalties.

  • Holders and nominees

    They receive the form or an issuer statement. If the security is recorded in a nominee's name, the copy goes to the nominee in lieu of the holder.

  • Exceptions

    The instructions list website posting, actions where all holders are exempt recipients, certain money market funds, S corporations reporting on Schedule K-1 (Form 1120-S), and RICs or REITs using Form 2439.

The issuer of the security files Form 8937. Holders of the security and their nominees receive a copy or an issuer statement.

Official sources and the blank

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Questions about Form 8937

Who files Form 8937?

The issuer of a specified security that takes an organizational action affecting the basis of that security. Holders of the security receive a copy or an issuer statement.

When is Form 8937 due?

The instructions say on or before the 45th day following the organizational action or, if earlier, January 15 of the year following the calendar year of the action.

Can an issuer post Form 8937 online instead of filing it?

The instructions say filing with the IRS is not required if, by the due date, a completed and signed form is posted on the issuer's primary public website and kept accessible for 10 years.

Is a stock split reported on Form 8937?

The instructions list a nontaxable stock distribution to shareholders, including a stock split, as an example of an action reported on the form.

Is Form 8937 needed for an initial public offering?

The instructions say Form 8937 is not needed for an initial public offering or an issuance of a debt instrument, though it may be needed for a debt issuance in a recapitalization.

Where is Form 8937 mailed?

The form says to send it to Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054.