Form 2439

(Rev. November 2021)

Cat. No. 11858E

Notice to Shareholder of Undistributed 

Long-Term Capital Gains

Department of the Treasury - Internal Revenue Service

Copy A 

Attach to 

Form 1120-RIC 

or Form 1120-REIT.

For Instructions 

and Paperwork 

Reduction Act 

Notice, see back of 

Copies A and D.

OMB No. 1545-0123

For calendar year 20 , or other tax year

 of the regulated investment company (RIC) or the 

real estate investment trust (REIT)

beginning , 20 , and

ending , 20

VOID CORRECTED

Name, address, and ZIP code of RIC or REIT

Identification number of RIC or REIT

Shareholder’s identifying number

Shareholder’s name, address, and ZIP code

1a Total undistributed long-term capital gains

1b Unrecaptured section 1250 gain

1c Section 1202 gain 1d Collectibles (28%) gain

2 Tax paid by the RIC or REIT on the box 1a gains

Form 2439 (Rev. 11-2021) www.irs.gov/Form2439 
Instructions for the Regulated Investment 

Company (RIC) and the Real Estate 

Investment Trust (REIT)

Section references are to the Internal Revenue Code.

Reporting Information

1. Complete Copies A, B, C, and D for each shareholder for

whom the regulated investment company (RIC) or real estate

investment trust (REIT) paid tax on undistributed capital gains under 

section 852(b)(3)(D) or 857(b)(3)(C).

2. Attach Copy A of all Forms 2439 to Form 1120-RIC or Form 

1120-REIT when it is filed at the appropriate IRS service center.

3. Furnish Copies B and C of Form 2439 to the shareholder by the 

60th day after the end of the RIC’s or the REIT’s tax year.

4. Retain Copy D for the RIC’s or REIT’s records.

▲!

CAUTION

For a shareholder that is an individual retirement 

arrangement (IRA), send Copies B and C to the trustee or 

custodian of the IRA. Do not send copies to the owner of 

the IRA.

RIC’s or REIT’s name, address, and identification number. Enter 

the name, address (including ZIP code) and employer identification 

number (EIN) of the RIC or REIT as shown on Form 2438, 

Undistributed Capital Gains Tax Return. 

Shareholder’s identifying number, name, and address. Enter the 

shareholder’s social security number (SSN), name, and address 

(including ZIP code). If the shareholder is not an individual, enter the 

EIN. If a shareholder is an IRA, enter the identification number of the 

IRA trust. Do not enter the SSN of the person for whom the IRA is 

maintained.

The RIC or REIT can truncate a shareholder’s identifying number 

on the Form 2439 the RIC or REIT sends to the shareholder. 

Truncation is not allowed on the Form 2439 the RIC or REIT files 

with the IRS. Also, the RIC or REIT cannot truncate its own 

identification number on any form.

To truncate, where allowed, replace the first 5 digits of the 9-digit 

number with asterisks (*) or Xs (for example, an SSN xxx-xx-xxxx 

would appear as ***-**-xxxx or XXX-XX-xxxx). For more information, 

see Regulations section 301.6109-4.

Box 1a. Enter the amount of undistributed capital gains from line 

11, Form 2438 (Rev. December 2020) or the applicable line of the 

current revision of the form, allocable to the shareholder.

(Continued on the back of Copy D)
 

Form 2439

(Rev. November 2021)

Notice to Shareholder of Undistributed 

Long-Term Capital Gains

Department of the Treasury - Internal Revenue Service

Copy B 

Attach to the 

shareholder’s 

income tax return 

for the tax year 

that includes the 

last day of the 

RIC’s or REIT’s 

tax year.

OMB No. 1545-0123

For calendar year 20 , or other tax year

 of the regulated investment company (RIC) or the 

real estate investment trust (REIT)

beginning , 20 , and

ending , 20

VOID CORRECTED

Name, address, and ZIP code of RIC or REIT

Identification number of RIC or REIT

Shareholder’s identifying number

Shareholder’s name, address, and ZIP code

1a Total undistributed long-term capital gains

1b Unrecaptured section 1250 gain

1c Section 1202 gain 1d Collectibles (28%) gain

2 Tax paid by the RIC or REIT on the box 1a gains

Form 2439 (Rev. 11-2021) www.irs.gov/Form2439 
Instructions for the Shareholder

Section references are to the Internal Revenue Code.

Reporting Information

Shareholder’s identifying number. For your protection, Form 2439 

may show only the last four digits of your identifying number (social 

security number (SSN), etc.). However, the RIC or REIT has reported 

your complete identifying number to the IRS.

Box 1a. This amount is your total undistributed long-term capital

gain from your regulated investment company (RIC) or real estate 

investment trust (REIT). 

Report the total amount as a long-term capital gain on the 

appropriate Schedule D. For example, individuals report this amount 

on line 11, column (h), of Schedule D (Form 1040). Estates and 

trusts report this amount on Schedule D (Form 1041).

Corporate shareholders report this amount in Part II of Form 

8949. See Form 8949, Schedule D (Form 1120), and the related 

instructions for details. 

If there is an amount in box 1b, 1c, or 1d, special instructions 

apply for entering those amounts on the appropriate Schedule D. 

See Undistributed Capital Gains in the Schedule D (Form 1040) 

and Schedule D (Form 1041) instructions.

Box 1b. This amount is the unrecaptured section 1250 gain.

Individual filers report this amount on line 11 of the Unrecaptured 

Section 1250 Gain Worksheet in the Schedule D (Form 1040) 

instructions for 2021 or the applicable line of the worksheet in the 

instructions for the current year. Estates and trusts use this amount 

to complete the Unrecaptured Section 1250 Gain Worksheet in the 

Schedule D (Form 1041) instructions.

Box 1c. This amount applies to the portion of the amount in box 1a 

attributable to a section 1202 gain (sale of qualified small business 

stock). Individual filers, see Exclusion of Gain on Qualified Small 

Business (QSB) Stock in the Schedule D (Form 1040) instructions. 

Estates and trusts, see Exclusion of Gain on Qualified Small 

Business (QSB) Stock (Section 1202) in the Schedule D (Form 1041) 

instructions.

Box 1d. This amount is the collectibles gain (28% rate gain) portion 

of the amount in box 1a. Individual filers enter this amount on line 4 

of the 28% Rate Gain Worksheet in the Schedule D (Form 1040) 

instructions for 2021 or the applicable line of the worksheet in the 

instructions for the current year. Estates and trusts use this amount 

to complete the 28% Rate Gain Worksheet in the Schedule D (Form 

1041) instructions.

Box 2. This amount is the tax paid by the RIC or REIT on the 

undistributed long-term capital gains shown in box 1a. You can 

apply for a refund or credit of this tax as follows.

(Continued on the back of Copy C)
 

Form 2439

(Rev. November 2021)

Notice to Shareholder of Undistributed 

Long-Term Capital Gains

Department of the Treasury - Internal Revenue Service

Copy C 

For shareholder’s 

records.

OMB No. 1545-0123

For calendar year 20 , or other tax year

 of the regulated investment company (RIC) or the 

real estate investment trust (REIT)

beginning , 20 , and

ending , 20

VOID CORRECTED

Name, address, and ZIP code of RIC or REIT

Identification number of RIC or REIT

Shareholder’s identifying number

Shareholder’s name, address, and ZIP code

1a Total undistributed long-term capital gains

1b Unrecaptured section 1250 gain

1c Section 1202 gain 1d Collectibles (28%) gain

2 Tax paid by the RIC or REIT on the box 1a gains

Form 2439 (Rev. 11-2021) www.irs.gov/Form2439 
Instructions for the Shareholder (Continued)

Individuals, nonresident aliens, and estates and trusts. See 

line 13a of Schedule 3 (Form 1040) of the 2021 form or the 

applicable line on the current year form, or Schedule G, line 16a of

Form 1041 of the 2021 form or the applicable line on the current 

year form, and the related instructions.

Corporations (other than S corporations). See Schedule J, line 

20a of Form 1120 of the 2021 form or the applicable line on the 

current year form, or line 5f of Form 1120-F of the 2021 form or the 

applicable line on the current year form, and the related instructions. 

All other corporations report this amount on the line designated as 

“Credit for tax paid on undistributed capital gains.”

S corporations and partnerships. See the Specific Instructions

for Schedules K and K-1, Part III (Forms 1120-S and 1065) for 

details on reporting each item to the shareholders and partners.

Exempt organizations and certain trustees. See the

Instructions for Form 990-T if it is filed by:

1. Organizations exempt from tax under section 501(a) filing Form 

990-T to claim their refund of income tax paid on undistributed 

long-term capital gains, or

2. Trustees for individual retirement arrangements (IRAs)

described in section 408 (including accounts described in section 

408(h)) filing a single composite Form 990-T to claim the refund 

referred to above.

Nominees. If you are not the actual owner of the shares for which 

this form is issued, you must do the following.

1. Complete Copies A, B, C, and D of Form 2439 for each owner. 

The total undistributed long-term capital gains entered in box 1a; 

the amounts entered in boxes 1b, 1c, and 1d and the tax shown in 

box 2 on the Form 2439 for each owner must agree with the 

amounts on Copy B that you received from the RIC or REIT.

2. Enter your name as “Nominee” and your address in the block 

for the RIC’s or REIT’s name and address, and the RIC’s or REIT’s 

name and address in the same block.

3. Write “Nominee” in the upper right corner of the Copy B you 

received from the RIC or REIT and attach it to the Copy A you 

completed.

4. File the Copy B you received (with an attached Copy A) with 

the Internal Revenue Service Center where you file your income tax 

return.

5. Give the actual owner Copies B and C of the forms you

complete.

6. Copy D is to be maintained by the RIC or REIT.

A nominee has 90 days after the close of the RIC’s or REIT’s tax 

year to complete items 1 through 5 above. However, a nominee 

acting as a custodian of a unit investment trust described in section 

851(f)(1) has 70 days. A nominee who is a resident of a foreign 

country has 150 days.
 

Form 2439

(Rev. November 2021)

Notice to Shareholder of Undistributed 

Long-Term Capital Gains

Department of the Treasury - Internal Revenue Service

Copy D 

For records of the 

regulated 

investment 

company or the 

real estate 

investment trust.

OMB No. 1545-0123

For calendar year 20 , or other tax year

 of the regulated investment company (RIC) or the 

real estate investment trust (REIT)

beginning , 20 , and

ending , 20

VOID CORRECTED

Name, address, and ZIP code of RIC or REIT

Identification number of RIC or REIT

Shareholder’s identifying number

Shareholder’s name, address, and ZIP code

1a Total undistributed long-term capital gains

1b Unrecaptured section 1250 gain

1c Section 1202 gain 1d Collectibles (28%) gain

2 Tax paid by the RIC or REIT on the box 1a gains

Form 2439 (Rev. 11-2021) www.irs.gov/Form2439 
Instructions for the RIC and the REIT 

(Continued)

Box 1b. Enter the shareholder’s allocable portion of the amount

from box 1a that has been designated as unrecaptured section

1250 gain from the disposition of depreciable real property.

Box 1c. The section 1202 gain is the portion of box 1a that is

attributable to the sale or exchange by the RIC of qualified small

business stock issued after August 10, 1993, and held for more than 

5 years. Enter the shareholder’s allocable portion of the amount 

from box 1a attributable to a section 1202 gain. In addition, attach a 

statement that reports separately for each designated section 1202 

gain the following information: the amount of the section 1202 gain, 

the name of the corporation that issued the stock, the dates on 

which the RIC acquired and sold the stock, and the shareholder’s 

portion of the RIC’s adjusted basis and sales price of the stock.

Box 1d. Enter the shareholder’s allocable portion of the amount

from box 1a attributable to collectibles gain (28% rate gain). Do not 

include any section 1202 gain in box 1d.

Box 2. Enter the tax paid on the amount in box 1a.

Future developments. For the latest information about 

developments related to Form 2439 and its instructions, such as 

legislation enacted after they were published, go to 

www.irs.gov/Form2439.

Paperwork Reduction Act Notice. We ask for the information on 

this form to carry out the Internal Revenue laws of the United

States. You are required to give us the information. We need it to 

ensure that you are complying with these laws and to allow us to 

figure and collect the right amount of tax.

You are not required to provide the information requested on a 

form that is subject to the Paperwork Reduction Act unless the form 

displays a valid OMB control number. Books or records relating to a 

form or its instructions must be retained as long as their contents 

may become material in the administration of any Internal Revenue 

law. Generally, tax returns and return information are confidential, 

as required by section 6103.

The time needed to complete and file this form will vary depending 

on individual circumstances. The estimated burden for business 

taxpayers filing this form is approved under OMB control number 

1545-0123 and is included in the estimates shown in the instructions 

for their business income tax return.

If you have comments concerning the accuracy of these time 

estimates or suggestions for making this form simpler, we would 

be happy to hear from you. You can send us comments from www.

irs.gov/FormComments. Or you can write to the Internal Revenue 

Service, Tax Forms and Publications Division, 1111 Constitution 

Ave. NW, IR-6526, Washington, DC 20224.