Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2024
Open to Public Inspection
For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024
Name of foundation
THE WHALLEY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)5 CARSEY LANE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
HOUSTON, TX77024
A Employer identification number

26-2291525
B Telephone number (see instructions)

(832) 594-6499
C right arrow
G Check all that apply:

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$39,158,744J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 6,315,495
2 Check right arrow.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 820,833 820,833  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,785,837
b Gross sales price for all assets on line 6a 2,881,120
7 Capital gain net income (from Part IV, line 2)... 1,785,837
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
630 630  
12 Total. Add lines 1 through 11........ 8,922,795 2,607,300  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
24,504 24,504    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
18,660 5,719    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule).......        
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 43,164 30,223   0
25 Contributions, gifts, grants paid....... 7,447,000 7,447,000
26 Total expenses and disbursements. Add lines 24 and 25 7,490,164 30,223   7,447,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 1,432,631
b Net investment income (if negative, enter -0-) 2,577,077
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2024)
Form 990-PF (2024)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 5,000,573 1,139,848 1,139,848
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) right arrow  
Less: allowance for doubtful accounts right arrow        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 13,074,965 Click to see attachment
List of Attached Documents:
// Content
14,552,680 		34,123,068
c Investments—corporate bonds (attach schedule)....... 200,000 Click to see attachment
List of Attached Documents:
// Content
200,000 		172,664
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 1,546,187 Click to see attachment
List of Attached Documents:
// Content
2,263,053 		3,701,445
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow) Click to see attachment
List of Attached Documents:
// Content
19,660 		Click to see attachment
List of Attached Documents:
// Content
21,719 		Click to see attachment
List of Attached Documents:
// Content
21,719
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 19,841,385 18,177,300 39,158,744
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe right arrow)    
23 Total liabilities (add lines 17 through 22).........   0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here right arrow
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 19,841,385 18,177,300
29 Total net assets or fund balances (see instructions)..... 19,841,385 18,177,300
30 Total liabilities and net assets/fund balances (see instructions). 19,841,385 18,177,300
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
19,841,385
2
Enter amount from Part I, line 27a .....................
2
1,432,631
3
Other increases not included in line 2 (itemize) right arrow
3
 
4
Add lines 1, 2, and 3 ..........................
4
21,274,016
5
Decreases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
5
3,096,716
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
18,177,300
Form 990-PF (2024)
Form 990-PF (2024)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a GRAYSCALE BITCOIN MINI TRUST ETF D 2020-01-01 2024-12-31
b 253 SHS CHORD ENERGY CORP P 2024-05-31 2024-06-27
c UBS #1632 LT NONCOVERED D 2020-01-01 2024-12-31
d Capital Gain Dividends      
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 23,122     23,122
b 41,325   46,160 -4,835
c 2,762,788   1,049,123 1,713,665
d       53,885
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       23,122
b       -4,835
c       1,713,665
d        
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 1,785,837
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here right arrow and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions) 1 35,821
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 35,821
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 35,821
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 14,898
b Exempt foreign organizations—tax withheld at source...... 6b  
c Tax paid with application for extension of time to file (Form 8868)... 6c 60,000
d Backup withholding erroneously withheld .......... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 74,898
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10 39,077
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow39,077 Refundedright arrow 11  
Form 990-PF (2024)
Form 990-PF (2024)
Page 4
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. right arrow$   (2) On foundation managers.right arrow$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
Yes
 
7
Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
and Part XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrow
b
If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
8b
Yes
 
9
Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
or 4942(j)(5) for calendar year 2024 or the taxable year beginning in 2024? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
9
 
No
10
Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
and addresses. ...............................
10
 
No
11
At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
11
 
No
12
Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
advisory privileges? If "Yes," attach statement. See instructions.................
12
 
No
13
Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
13
Yes
 
Website addressright arrowN/A
14
The books are in care ofright arrowMARY WHALLEY Telephone no.right arrow (832) 594-6499

Located atright arrow5 CARSEY LANEHOUSTONTX ZIP+4right arrow77024
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........right arrow
and enter the amount of tax-exempt interest received or accrued during the year ........right arrow
15
 
16 At any time during calendar year 2024, did the foundation have an interest in or a signature or other authority over YesNo
a bank, securities, or other financial account in a foreign country? .................
16   No
See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country right arrow
Form 990-PF (2024)
Form 990-PF (2024)
Page 5
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required
File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
Yes
No
1a
During the year did the foundation (either directly or indirectly):
(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
 
No
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
 
No
(5) Transfer any income or assets to a disqualified person (or make any of either available
for the benefit or use of a disqualified person)? ......................
1a(5)
 
No
(6) Agree to pay money or property to a government official? (Exception. Check "No"
if the foundation agreed to make a grant to or to employ the official for a period
after termination of government service, if terminating within 90 days.) ...............
1a(6)
 
No
b
If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
1b
 
No
c
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
d
Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
that were not corrected before the first day of the tax year beginning in 2024? .............
1d
 
No
2
Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
a
At the end of tax year 2024, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2024?....................
2a
 
No
If "Yes," list the years right arrow20, 20, 20, 20
b
Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
to all years listed, answer "No" and attach statement—see instructions.) ..............
2b
 
 
c
If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
right arrow20, 20, 20, 20
3a
Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
any time during the year? ..............................
3a
 
No
b
If "Yes," did it have excess business holdings in 2024 as a result of (1) any purchase by the foundation
or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
if the foundation had excess business holdings in 2024.) .....................
3b
 
 
4a
Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
4a
 
No
b
Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2024? ..
4b
 
No
Form 990-PF (2024)
Form 990-PF (2024)
Page 6
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required (continued)
5a
During the year did the foundation pay or incur any amount to:
Yes
No
(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
5a(1)
 
No
(2) Influence the outcome of any specific public election (see section 4955); or to carry
on, directly or indirectly, any voter registration drive? ....................
5a(2)
 
No
(3) Provide a grant to an individual for travel, study, or other similar purposes? .............
5a(3)
 
No
(4) Provide a grant to an organization other than a charitable, etc., organization described
in section 4945(d)(4)(A)? See instructions ........................
5a(4)
 
No
(5) Provide for any purpose other than religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children or animals? .............
5a(5)
 
No
b
If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
5b
 
 
c
Organizations relying on a current notice regarding disaster assistance check .........right arrow
d
If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
tax because it maintained expenditure responsibility for the grant? .................
5d
 
 
If "Yes," attach the statement required by Regulations section 53.4945–5(d).
6a
Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
a personal benefit contract? .............................
6a
 
No
b
Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
6b
 
No
If "Yes" to 6b, file Form 8870.
7a
At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
7a
 
No
b
If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
7b
 
 
8
Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
excess parachute payment during the year? .........................
8
 
No
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors
1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
(a) Name and address (b) Title, and average
hours per week
devoted to position 		(c) Compensation
 (If not paid, enter
-0-) 		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
other allowances
LAWRENCE G WHALLEY President
0.00 		0    
5 CARSEY LANE
HOUSTON,TX77024
MARY WHALLEY Vice Pres.
0.00 		0    
5 CARSEY LANE
HOUSTON,TX77024
ELIZABETH M TAYLOR Vice Pres.
0.00 		0    
9415 BRAEWICK DRIVE
HOUSTON,TX77096
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position 		(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation 		(e) Expense account,
other allowances
NONE
Total number of other employees paid over $50,000...................right arrow  
Form 990-PF (2024)
Form 990-PF (2024)
Page 7
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)
3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
NONE
Total number of others receiving over $50,000 for professional services.............right arrow  
Part VIII-A
Summary of Direct Charitable Activities
List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
1  
2  
3  
4  
Part VIII-B
Summary of Program-Related Investments (see instructions)
Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
1  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow  
Form 990-PF (2024)
Form 990-PF (2024)
Page 8
Part IX
Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
1
Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
purposes:
a
Average monthly fair market value of securities...................
1a
30,730,830
b
Average of monthly cash balances.......................
1b
1,801,637
c
Fair market value of all other assets (see instructions)................
1c
20,775
d
Total (add lines 1a, b, and c).........................
1d
32,553,242
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
0
2
Acquisition indebtedness applicable to line 1 assets..................
2
 
3
Subtract line 2 from line 1d.........................
3
32,553,242
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
488,299
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
32,064,943
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
1,603,247
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
1,603,247
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
35,821
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
35,821
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
1,567,426
4
Recoveries of amounts treated as qualifying distributions................
4
 
5
Add lines 3 and 4............................
5
1,567,426
6
Deduction from distributable amount (see instructions).................
6
 
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
1,567,426
Part XI
Qualifying Distributions (see instructions)
1
Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
a
Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
1a
7,447,000
b
Program-related investments—total from Part VIII-B..................
1b
 
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
 
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
 
b
Cash distribution test (attach the required schedule) .................
3b
 
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
7,447,000
Form 990-PF (2024)
Form 990-PF (2024)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2023 		(c)
2023 		(d)
2024
1 Distributable amount for 2024 from Part X, line 7 1,567,426
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......  
b Total for prior years:20 , 20, 20  
3 Excess distributions carryover, if any, to 2024:
a From 2019...... 1,948,958
b From 2020...... 2,092,958
c From 2021...... 3,177,340
d From 2022...... 5,241,267
e From 2023...... 5,634,700
f Total of lines 3a through e ........ 18,095,223
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 7,447,000
a Applied to 2023, but not more than line 2a  
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		 
c Treated as distributions out of corpus (Election
required—see instructions)........ 		0
d Applied to 2024 distributable amount..... 1,567,426
e Remaining amount distributed out of corpus 5,879,574
5 Excess distributions carryover applied to 2024.    
(If an amount appears in column (d), the
same amount must be shown in column (a).)
6Enter the net total of each column as
indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 23,974,797
b Prior years’ undistributed income. Subtract
line 4b from line 2b .......... 		 
c Enter the amount of prior years’ undistributed
income for which a notice of deficiency has
been issued, or on which the section 4942(a)
tax has been previously assessed...... 		 
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		 
e Undistributed income for 2023. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		 
f Undistributed income for 2024. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2025 .......... 		0
7 Amounts treated as distributions out of
corpus to satisfy requirements imposed by
section 170(b)(1)(F) or 4942(g)(3) (Election may
be required - see instructions) ....... 		 
8 Excess distributions carryover from 2019 not
applied on line 5 or line 7 (see instructions) ... 		1,948,958
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		22,025,839
10 Analysis of line 9:
a Excess from 2020.... 2,092,958
b Excess from 2021.... 3,177,340
c Excess from 2022.... 5,241,267
d Excess from 2023.... 5,634,700
e Excess from 2024.... 5,879,574
Form 990-PF (2024)
Form 990-PF (2024)
Page 10
Part XIII
Private Operating Foundations (see instructions and Part VI-A, question 9)
1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2024, enter the date of the ruling ...... right arrow
 
b Check box to indicate whether the organization is a private operating foundation described in section or
2a Enter the lesser of the adjusted net
income from Part I or the minimum
investment return from Part IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2024 (b) 2023 (c) 2022 (d) 2021
         
b 85% (0.85) of line 2a .........          
c Qualifying distributions from Part XI,
line 4 for each year listed ..... 		         
d Amounts included in line 2c not used directly
for active conduct of exempt activities .......... 		         
e Qualifying distributions made directly
for active conduct of exempt activities.
Subtract line 2d from line 2c .... 		         
3 Complete 3a, b, or c for the
alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......          
(2) Value of assets qualifying
under section 4942(j)(3)(B)(i)		          
b “Endowment" alternative test— enter 2/3
of minimum investment return shown in
Part IX, line 6 for each year listed .. 		         
c “Support" alternative test—enter:
(1) Total support other than gross
investment income (interest,
dividends, rents, payments
on securities loans (section
512(a)(5)), or royalties) .... 		         
(2) Support from general public
and 5 or more exempt
organizations as provided in
section 4942(j)(3)(B)(iii).... 		         
(3) Largest amount of support
from an exempt organization		          
(4) Gross investment income          
Part XIV
Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)
1Information Regarding Foundation Managers:
aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
LAWRENCE G WHALLEY
MARY WHALLEY
bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
Check here right arrow if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions
aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
bThe form in which applications should be submitted and information and materials they should include:
cAny submission deadlines:
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
Form 990-PF (2024)
Form 990-PF (2024)
Page 11
Part XIV
Supplementary Information (continued)
3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient If recipient is an individual,
show any relationship to
any foundation manager
or substantial contributor
 Foundation
status of
recipient 		Purpose of grant or
contribution 		Amount
Name and address (home or business)
aPaid during the year
THE BRIARWOOD SCHOOL


12207 WHITTINGTON DRIVE
HOUSTON,TX77077 		NONE PC FUND PROGRAMS 75,000
ST CECILIA CATHOLIC CHURCH


11720 JOAN OF ARC
HOUSTON,TX77024 		NONE PC FUND PROGRAMS 108,000
TEXAS CHILDREN'S HOSPITAL


PO BOX 300630
HOUSTON,TX77230 		NONE PC FUND PROGRAMS 400,000
THE JUNIOR LEAGUE OF HOUSTON INC


1811 BRIAR OAKS LANE
HOUSTON,TX77027 		NONE PC FUND PROGRAMS 100,000
ST JUDE CHILDREN'S HOSPITAL


262 DANNY THOMAS PLACE
MEMPHIS,TN38105 		NONE PC FUND PROGRAMS 200,000
CASA DE ESPERANZA


PO BOX 66581
HOUSTON,TX77266 		NONE PC FUND PROGRAMS 25,000
ALZHEIMER'S ASSOCIATION


6055 S LOOP E
HOUSTON,TX77087 		NONE PC FUND PROGRAMS 20,000
DARTMOUTH COLLEGE


6066 DEVELOPMENT OFFICE
HANOVER,NH03755 		NONE PC FUND PROGRAMS 1,000
MARCH OF DIMES


3000 WESLAYAN STE 100
HOUSTON,TX77027 		NONE PC FUND PROGRAMS 300,000
STAR OF HOPE


4848 LOOP CENTRAL DRIVE SUITE 500
HOUSTON,TX77081 		NONE PC FUND PROGRAMS 150,000
JOHNNY MAC SOLDIERS FUND INC


42395 RYAN RD STE 112-242
ASHBURN,VA20148 		NONE PC FUND PROGRAMS 25,000
KIDS MEALS


330 GARDEN OAKS BLVD
HOUSTON,TX77018 		NONE PC FUND PROGRAMS 400,000
AMAZING PLACE


3735 DREXEL DR
HOUSTON,TX77027 		NONE PC FUND PROGRAMS 100,000
MEMORIAL HERMANN FOUNDATION


929 GESSNER STE 2650
HOUSTON,TX77024 		NONE PC FUND PROGRAMS 200,000
AUTISM RESCUE ANGELS


22106 CLARADON POINTE LANE
KATY,TX77450 		NONE PC FUND PROGRAMS 40,000
TELLURIDE ADAPTIVE SPORTS PROGRAM


PO BOX 2254
TELLURIDE,CO81435 		NONE PC FUND PROGRAMS 75,000
ONE GOAL


1880 S DAIRY ASHFORD DR 107
HOUSTON,TX77077 		NONE PC FUND PROGRAMS 70,000
SMALL STEPS NUTURING CENTER


2902 JENSEN DRIVE
HOUSTON,TX77026 		NONE PC FUND PROGRAMS 50,000
ST LUKE'S FOUNDATION


1213 HERMANN DRIVE SUITE 855
HOUSTON,TX77004 		NONE PC FUND PROGRAMS 150,000
THE WEST POINT ASSOCIATION OF GRADU


698 MILLS ROAD
WEST POINT,NY10996 		NONE PC FUND PROGRAMS 5,000
COVENANT HOUSE


1111 LOVETT BLVD
HOUSTON,TX77006 		NONE PC FUND PROGRAMS 150,000
CAMP JOHN MARC


2929 cARLISLE STREET STE 355
DALLAS,TX75204 		NONE PC FUND PROGRAMS 10,000
AMERICAN RED CROSS


431 18TH STREEET NW
WASHINGTON,DC20006 		NONE PC FUND PROGRAMS 400,000
THE MENIL FOUNDATION INC


1515 BRANARD
HOUSTON,TX77006 		NONE PC FUND PROGRAMS 30,000
SEARCH HOMELESS SERVICES


2015 CONGRESS STREET
HOUSTON,TX77002 		NONE PC FUND PROGRAMS 100,000
SPRING SPIRIT


8526 PITNER ROAD
HOUSTON,TX77080 		NONE PC FUND PROGRAMS 150,000
CAMP FOR ALL


10500 NW FREEWAY STE 220
HOUSTON,TX77092 		NONE PC FUND PROGRAMS 10,000
KIPP HOUSTON


10711 KIPP WAY
HOUSTON,TX77099 		NONE PC FUND PROGRAMS 5,000
CHILD ADVOCATES


2401 PORTSMOUTH STE 210
HOUSTON,TX77098 		NONE PC FUND PROGRAMS 20,000
HOUSTON FOOD BANK


535 PORTWALL STREET
HOUSTON,TX77029 		NONE PC FUND PROGRAMS 400,000
LYNN UNIVERSITY


3601 N MILITARY TRAIL
BOCA RATON,FL33431 		NONE PC FUND PROGRAMS 1,000
MD ANDERSON CANCER CENTER


6655 TRAVIS ST 650
HOUSTON,TX77030 		NONE PC FUND PROGRAMS 400,000
CRISTO REY JESUIT


6700 MOUNT CARMEL ST
HOUSTON,TX77087 		NONE PC FUND PROGRAMS 50,000
DRESS FOR SUCCESS


3310 EASTSIDE STREET
HOUSTON,TX77098 		NONE PC FUND PROGRAMS 30,000
EASTER SEALS GREATER HOUSTON


4888 LOOP CENTRAL DRIVE SUITE 200
HOUSTON,TX77081 		NONE PC FUND PROGRAMS 40,000
MEMORIAL ASSISTANCE MINISTRIES


1625 BLALOCK ROAD
HOUSTON,TX77080 		NONE PC FUND PROGRAMS 35,000
GIRL SCOUTS OF SAN JACINTO COUNCIL


3110 SOUTHWEST FREEWAY
HOUSTON,TX77098 		NONE PC FUND PROGRAMS 205,000
HOUSTON BALLET


601 PRESTON ST
HOUSTON,TX77002 		NONE PC FUND PROGRAMS 25,000
SPECIAL OLYMPICS INC


1133 19TH STREET NW
WASHINGTON,DC20036 		NONE PC FUND PROGRAMS 5,000
TEAM RUBICON


5230 PACIFIC CONCOURSE DR STE 200
LOS ANGELES,CA90045 		NONE PC FUND PROGRAMS 200,000
ALL STARS PROJECT INC


543 WEST 42ND STREET
NEW YORK,NY10036 		NONE PC FUND PROGRAMS 25,000
AMERICAN HEART ASSOCIATION


7272 GREENVILLE AVENUE
DALLAS,TX75231 		NONE PC FUND PROGRAMS 25,000
CITY WIDE CLUB OF AMERICA


PO BOX 8446
HOUSTON,TX77288 		NONE PC FUND PROGRAMS 50,000
FREE WHEELCHAIR MISSION


15279 ALTON PARKWAY SUITE 300
IRVINE,CA92618 		NONE PC FUND PROGRAMS 10,000
HOUSTON MARITIME MUSEUM


2311 CANAL STREET SUITE 100
HOUSTON,TX77003 		NONE PC FUND PROGRAMS 5,000
RONALD MCDONALD HOUSE HOUSTON


1907 HOLCOMBE BOULEVARD
HOUSTON,TX77030 		NONE PC FUND PROGRAMS 150,000
LOVE JUSTICE INTERNATIONAL


PO 67195
LINCOLN,NE68506 		NONE PC FUND PROGRAMS 10,000
LITERACY NOW


14781 MEMORIAL DRIVE 25
HOUSTON,TX77079 		NONE PC FUND PROGRAMS 5,000
HOUSTON LIVESTOCK SHOW AND RODEO


PO BOX 20070
HOUSTON,TX77225 		NONE PC FUND PROGRAMS 10,000
HERMANN PARK CONSERVANCY


1700 HERMANN DRIVE
HOUSTON,TX77004 		NONE PC FUND PROGRAMS 10,000
FOUNDATION FIGHTING BLINDNESS


PO BOX 45740
BALTIMORE,MD21297 		NONE PC FUND PROGRAMS 2,500
BRIGHTER BITES


711 LOUISIANA STREET SUITE 2300
HOUSTON,TX77002 		NONE PC FUND PROGRAMS 225,000
AH HAA SCHOOL FOR THE ARTS


PO BOX 1590
TELLURIDE,CO81435 		NONE PC FUND PROGRAMS 20,000
ALS ASSOCIATION TEXAS CHAPTER


14555 DALLAS PARKWAY
DALLAS,TX75245 		NONE PC FUND PROGRAMS 100,000
GALVESTON-HOUSTON IMMIGRANT


6001 SAVOY DRIVE STE 400
HOSUTON,TX77036 		NONE PC FUND PROGRAMS 50,000
HOUSTON AREA WOMEN'S CENTER


1010 WAUGH DR
HOUSTON,TX77019 		NONE PC FUND PROGRAMS 50,000
NEW ULM VFD


PO BOX 14
NEW ULM,TX78950 		NONE PC FUND PROGRAMS 30,000
THE PERIWINKLE FOUNDATION


3400 BISSONNET STREET SUITE 185
HOUSTON,TX77005 		NONE PC FUND PROGRAMS 75,000
AMERICAN CANCER SOCIETYVICTORY HOUS


PO BOX 56252
HOUSTON,TX77256 		NONE PC FUND PROGRAMS 10,000
TELLURIDE ANGEL BASKETS


PO BOX 4063
TELLURIDE,CO81435 		NONE PC FUND PROGRAMS 2,500
CHILDREN'S MUSEUM HOUSTON


1500 BINZ
HOUSTON,TX77004 		NONE PC FUND PROGRAMS 10,000
DEPELCHIN CHILDRENS CENTER


4950 MEMORIAL DRIVE
HOUSTON,TX77007 		NONE PC FUND PROGRAMS 10,000
HOUSTON ZOO


1513 CAMBRIDGE STREET
HOUSTON,TX77030 		NONE PC FUND PROGRAMS 15,000
BRIDGEYEAR


2336 CAMDEN DR
HOUSTON,TX77021 		NONE PC FUND PROGRAMS 10,000
THE BROOKWOOD COMMUNITY


1725 FM 1489
BROOKSHIRE,TX77423 		NONE PC FUND PROGRAMS 50,000
THE ARCHDIOCESE OF GALVESTON-HOUSTO


PO BOX 4681
HOUSTON,TX77210 		NONE PC FUND PROGRAMS 25,000
BATTLE OF RHODE ISLAND ASSOCIATION


424 VANDERBILT LANE
PORTSMOUTH,RI02871 		NONE PC FUND PROJECTS 10,000
GOOD EATS FOR LIFE LLC


170 EAST 92 ST
NEW YORK,NY10128 		NONE PC FUND PROJECTS 100,000
HOUSTON METHODIST HOSPITAL FOUNDATI


6565 FANNIN NO GB240
HOUSTON,TX77030 		NONE PC FUND PROGRAMS 50,000
TELLURIDE MOUNTAIN CLUB


PO BOX 1201
TELLURIDE,CO81435 		NONE PC FUND PROGRAMS 10,000
BEAR


3572 E TC JESTER
HOUSTON,TX77018 		NONE PC FUNDS PROGRAMS 10,000
CAREER SPRING


PO BOX 1682
BELLAIRE,TX77402 		NONE PC FUNDS PROGRAMS 100,000
IEDUCATE


1801 MAIN ST
HOUSTON,TX77002 		NONE PC FUNDS PROGRAMS 10,000
INTERFAITH MINISTRIES MEALS ON WHEE


3303 MAIN STREET
HOUSTON,TX77002 		NONE PC FUNDS PROGRAMS 50,000
TREES FOR HOUSTON


1911 W 34TH ST
HOUSTON,TX77018 		NONE PC FUNDS PROGRAMS 5,000
GO HAWKEYE FOUNDATION


PO BOX 1132
TELLURIDE,CO81435 		NONE PC FUNDS PROGRAMS 5,000
AUTISM SPEAKS


50 F STREET NW SUITE 360
WASHINGTON,DC20001 		NONE PC FUND PROGRAMS 5,000
CHILDREN AT RISK


2900 WESLAYAN ST SUITE 400
HOUSTON,TX77027 		NONE PC FUND PROGRAMS 5,000
CONNECT COMMUNITY


6700 BELLAIRE BLVD
HOUSTON,TX77074 		NONE PC FUND PROGRAMS 25,000
CYSTIC FIBROSIS FOUNDATION


4550 MONTGOMERY AVENUE STE 1100 N
BETHESDA,MD20814 		NONE PC FUND PROGRAMS 20,000
FREEDOM 58 PROJECT


7173 S HAVANA ST SUITE 100-63
CENTENNIAL,CO80112 		NONE PC FUND PROGRAMS 20,000
THE HOBBY CENTER FOR THE PERFORMING


800 BAGBY STREET
HOUSTON,TX77002 		NONE PC FUND PROGRAMS 5,000
FIRST BAPTIST CHURCH


3364 W PLEASANT GROVE ROAD
ROGERS,AR72758 		NONE PC FUND PROGRAMS 1,000
THE KINKAID SCHOOL


201 KINKAID SCHOOL DRIVE
HOUSTON,TX77024 		NONE PC FUND PROGRAMS 1,001,000
OCEAN ALLIANCE


32 HORTON STREET
GLOUCESTER,MA01930 		NONE PC FUND PROGRAMS 10,000
TARGET HUNGER


1260 SHOTWELL STREET
HOUSTON,TX77020 		NONE PC FUND PROGRAMS 220,000
THE SPECTRUM LINX FOUNDATION


9337 KATY FREEWAY SUITE B112
HOUSTON,TX77024 		NONE PC FUND PROGRAMS 25,000
PERFORMING ARTS HOUSTON


615 LOUISIANA STREET SUITE 100
HOUSTON,TX77002 		NONE PC FUND PROGRAMS 10,000
ELITE ACADEMY SPORTS


4521 BRITTMOORE ROAD STE 4545
HOUSTON,TX77041 		NONE PC FUND PROGRAMS 5,000
Total .................................right arrow 3a 7,447,000
bApproved for future payment
Total ................................. right arrow 3b  
Form 990-PF (2024)
Form 990-PF (2024)
Page 12
Part XV-A
Analysis of Income-Producing Activities
Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
Related or exempt
function income
(See instructions.)
1Program service revenue: (a)
Business code 		(b)
Amount 		(c)
Exclusion code 		(d)
Amount
a
b
c
d
e
f
gFees and contracts from government agencies          
2 Membership dues and assessments ....          
3 Interest on savings and temporary cash
investments ........... 		         
4 Dividends and interest from securities ....     14 820,833  
5 Net rental income or (loss) from real estate:
aDebt-financed property......          
bNot debt-financed property.....          
6 Net rental income or (loss) from personal property          
7 Other investment income .....     14 630  
8 Gain or (loss) from sales of assets other than
inventory ............ 		    18 1,785,837  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..   2,607,300  
13Total. Add line 12, columns (b), (d), and (e)..................
13
2,607,300
(See worksheet in line 13 instructions to verify calculations.)
Part XV-B
Relationship of Activities to the Accomplishment of Exempt Purposes
Line No.
DownArrow 		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
instructions.)
Form 990-PF (2024)
Form 990-PF (2024)
Page 13
Part XVI
Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
1
Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
Yes
No
a
Transfers from the reporting foundation to a noncharitable exempt organization of:
(1) Cash...................................
1a(1)
 
No
(2) Other assets.................................
1a(2)
 
No
b
Other transactions:
(1) Sales of assets to a noncharitable exempt organization....................
1b(1)
 
No
(2) Purchases of assets from a noncharitable exempt organization..................
1b(2)
 
No
(3) Rental of facilities, equipment, or other assets.......................
1b(3)
 
No
(4) Reimbursement arrangements...........................
1b(4)
 
No
(5) Loans or loan guarantees.............................
1b(5)
 
No
(6) Performance of services or membership or fundraising solicitations................
1b(6)
 
No
c
Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
1c
 
No
d
If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
(a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
2a
Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
b
If "Yes," complete the following schedule.

(a) Name of organization (b) Type of organization (c) Description of relationship
Sign Here
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
right arrow right arrow
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date Check if self-
employed right arrow		 PTIN
Firm's name Right Arrow
 Firm's EIN Right Arrow
Firm's address Right Arrow


 Phone no.
Form 990-PF (2024)
Additional Data


Software ID: 24020490
Software Version: 2024v5.2


Form 990PF - Special Condition Description:
Special Condition Description
Schedule B
(Form 990)
(Rev. January 2025)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors

right arrow Attach to Form 990, 990-EZ, or 990-PF.
right arrow Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
Name of the organization
THE WHALLEY FOUNDATION
 
Employer identification number

26-2291525
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ
501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization


Form 990-PF
501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation
Check if your organization is covered by the General Rule or a Special Rule.  
Note:  Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule
For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.
Special Rules
For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 331/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.
For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.
For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Right Arrow $  
Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025) Page 2
Name of organization
THE WHALLEY FOUNDATION
  		Employer identification number
26-2291525
Part I
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
1
LAWRENCE MARY WHALLEY
5 CARSEY LANE
 
HOUSTON, TX77024

$ 6,315,495


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
Schedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025)
Page 3
Name of organization
THE WHALLEY FOUNDATION
  		Employer identification number

26-2291525
Part II
Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
1
 8,000 SHS OF META PLATFORMS, INC. (META)$4,223,62050,000 SHS OF PALANTIR TECHNOLOGIES INC. (PLTR)$1, $ 6,315,495 2024-10-20
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
(a)
No. from Part I 		(b)
Description of noncash property given 		(c)
FMV (or estimate)
(See instructions) 		(d)
Date received
 
$    
Schedule B (Form 990) (Rev. 1-2025)
Schedule B (Form 990) (Rev. 1-2025)
Page 4
Name of organization
THE WHALLEY FOUNDATION
  		Employer identification number

26-2291525
Part III
Exclusively religious, charitable, etc., contributions to organizations described in section 501(c) (7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $  
Use duplicate copies of Part III if additional space is needed.
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a)
No. from Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
Schedule B (Form 990) (Rev. 1-2025)
Additional Data


Software ID: 24020490
Software Version: 2024v5.2

TY 2024 InvestmentsCorpBondsSchedule
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Name of Bond End of Year Book Value End of Year Fair Market Value
JEFFERIES GRP LLC B/E 5.00% 200,000 172,664

TY 2024 InvestmentsCorpStockSchedule
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Name of Stock End of Year Book Value End of Year Fair Market Value
BRISTOL MYERS SQUIBB CO 263,951 565,600
SOUTHERN CO 172,111 411,600
TOTAL S.A. FRANCE SPON ADR 123,307 136,250
VERIZON COMMUNICATIONS INC 271,349 267,933
ASTRAZENECA PLC SPON ADR 131,156 327,600
ROYAL DUTCH SHELL PLC CL A 265,317 313,250
NISOURCE, INC. 23,453 147,040
PFIZER, INC. 68,986 132,650
ENBRIDGE INC 108,985 208,756
BANK OF AMERICA 110,783 338,415
BHP GROUP LTD SPON ADR 205,051 214,852
KINDER MORGAN INC 2,021,940 3,455,140
LOCKHEED MARTIN CORP 902,113 1,506,414
PAYCHEX INC 204,528 602,946
SOUTH32 LTD SPON ADR 15,840 18,462
APPLE INC 221,772 1,302,184
CITIGROUP INC. 714,773 756,693
JPMORGAN CHASE & CO 6.125% PREFERRED CLB 1,308,279 2,960,419
MICROSOFT CORP 595,366 1,686,000
MORGAN STANLEY 795,650 2,514,400
ANTERO MIDSTREAM CORP 65,240 377,250
EQT CORPORATION 143,905 461,100
EXXON MOBIL CORPORATION 1,049,071 1,613,550
QUALCOMM INC 255,805 307,240
TARGET CORPORATION 85,450 67,590
VISTRA CORPORATION 329,310 2,068,050
WALMART INC 426,551 903,500
WOODSIDE ENERGY GROUP LTD ADR 34,217 24,804
ABBVIE INC COM 1,084,493 1,777,000
HALEON PLC SPON ADR 116,960 190,800
META PLATFORMS INC CL A 2,035,730 4,684,080
PALANTIR TECHNOLOGIES INC CL A 401,238 3,781,500

TY 2024 InvestmentsOtherSchedule2
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
TALF PARTNERS I, L.P. AT COST 55,507 8,673
BLACKROCK CAP & INCOME AT COST 355,068 519,706
BLACKROCK ENHANCED EQUITY DIVIDTRUST AT COST 197,241 206,238
BLACKROCK RESOURCES & COMMODITIES STRGY AT COST 72,677 77,714
ENTERPRISE PRODUCTS PARTNER LP AT COST 122,234 232,064
EATON VANCE TAX ADVANTAGED GLOBAL DV INC AT COST 177,410 182,300
AT&T INC CUML 5.00% PREFERRED CLBL AT COST 251,105 210,400
W R BERKLEY CORP 5.10% AT COST 250,000 204,500
GRAYSCALE BITCOIN TRUST ETF AT COST 703,630 1,850,500
GRAYSCALE BITCOIN MINI TR ETF AT COST 78,181 209,350

TY 2024 OtherAssetsSchedule
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
FEDERAL INCOME TAX DEPOSIT 19,660 21,719 21,719


TY 2024 OtherDecreasesSchedule
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Description Amount
BASIS ADJUSTMENT 3,096,716


TY 2024 OtherIncomeSchedule2
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
Other Investment Income 630 630  


TY 2024 OtherProfessionalFeesSchedule
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
investment fees 1,382 1,382 0 0
OTHER INVESTMENT FEES 23,122 23,122 0 0


TY 2024 TaxesSchedule
Name:
THE WHALLEY FOUNDATION
EIN:
26-2291525
Software ID:
24020490
Software Version:
2024v5.2
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FEDERAL INCOME TAXES 12,941      
FOREIGN TAXES 5,719 5,719