TY 2024 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
right arrow

Go 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
WORTHINGTON FAMILY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 4311
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
TRAVERSE CITY, MI49685

A Employer identification number

26-4445573

B Telephone number (see instructions)

(517) 290-4098

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... right arrow

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... right arrow

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) right arrow

$4,851,558J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	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	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	148,603		144,864
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		343,331
b	Gross sales price for all assets on line 6a 2,199,680
7	Capital gain net income (from Part IV, line 2)...			343,331
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).......
12	Total. Add lines 1 through 11........	491,934		488,195
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).......	List of Attached Documents: // Content	5,400
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	30,391	30,391
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	2,516
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	222
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	38,529		30,391	0
25	Contributions, gifts, grants paid.......	245,510			245,510
26	Total expenses and disbursements. Add lines 24 and 25	284,039		30,391	245,510
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	207,895
b	Net investment income (if negative, enter -0-)			457,804
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	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	210	205	205
	2	Savings and temporary cash investments.........	141,646	114,158	114,158
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)	191,504	List of Attached Documents: // Content 229,719	231,780
	b	Investments—corporate stock (attach schedule).......	3,160,808	List of Attached Documents: // Content 3,470,356	3,630,111
	c	Investments—corporate bonds (attach schedule).......	1,010,669	List of Attached Documents: // Content 899,318	875,304
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........
	14	Land, buildings, and equipment: basis 2,782
		Less: accumulated depreciation (attach schedule) 2,782
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	4,504,837	4,713,756	4,851,558
	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 )
	23	Total liabilities (add lines 17 through 22).........		0
		Foundations that follow FASB ASC 958, check here
		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
		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	4,504,837	4,713,756
	29	Total net assets or fund balances (see instructions).....	4,504,837	4,713,756
	30	Total liabilities and net assets/fund balances (see instructions).	4,504,837	4,713,756

Part III

Analysis of Changes in Net Assets or Fund Balances

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) ...............

4,504,837

Enter amount from Part I, line 27a .....................

207,895

Other increases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

8,618

Add lines 1, 2, and 3 ..........................

4,721,350

Decreases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

7,594

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

4,713,756

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
1 a	WELLS FARGO 14161	P
b	WELLS FARGO 14161	P
c	WELLS FARGO 14161	P
d	WELLS FARGO 26267	P
e	WELLS FARGO 26267	P
	WEDBUSH	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	28,982	26,806	2,176
b	661,147	578,197	82,950
c	43,649	27,303	16,346
d	412,076	399,928	12,148
e	892,825	752,667	140,158
	71,000	71,448	-448

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			2,176
b			82,950
c			16,346
d			12,148
e			140,158
			-448

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	343,331
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 ...................		3	14,324

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 and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	6,363
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	6,363
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	6,363
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	2,921
b	Exempt foreign organizations—tax withheld at source......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c
d	Backup withholding erroneously withheld ..........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	2,921
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.......		9	3,442
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2025 estimated tax	Refunded	11

Form 990-PF (2024)

Page 4

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

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.

Did the foundation file Form 1120-POL for this year?.....................

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

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. right arrow

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?.........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

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? ................

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..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

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 .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

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 .............

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.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address right arrow

WWW.WORTHINGTON-FAMILY-FOUNDATION.ORG

The books are in care of right arrow

DOUGLAS WORTHINGTON Telephone no. right arrow

(517) 290-4098

Located at right arrow

PO BOX 4311TRAVERSE CITYMI ZIP+4 right arrow

49685

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

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)

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

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)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

(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)

(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)

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 ..........

Organizations relying on a current notice regarding disaster assistance check here ........ right arrow

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? .............

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)):

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?....................

If "Yes," list the years right arrow

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

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.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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? ..

Form 990-PF (2024)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(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)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(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)

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 ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

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? .................

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

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? .........................

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
DR RUTH WORTHINGTON	PRESIDENT 2.00	0	0	0
PO BOX 4311 TRAVERSE CITY,MI49685	PRESIDENT 2.00	0	0	0
NANCY WORTHINGTON	SECRETARY 2.00	0	0	0
PO BOX 4311 TRAVERSE CITY,MI49685	SECRETARY 2.00	0	0	0
DOUGLAS WORTHINGTON	TREASURER 2.00	0	0	0
PO BOX 4311 TRAVERSE CITY,MI49685	TREASURER 2.00	0	0	0

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...................

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	N/A
2


All other program-related investments. See instructions.
3

Total. Add lines 1 through 3......................... right arrow

Form 990-PF (2024)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

4,608,543

Average of monthly cash balances.......................

152,662

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

4,761,205

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

4,761,205

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

instructions) .............................

71,418

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

4,689,787

Minimum investment return. Enter 5% (0.05) of line 5................

234,489

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.)

Minimum investment return from Part IX, line 6..................

234,489

Tax on investment income for 2024 from Part V, line 5 .......

6,363

Income tax for 2024. (This does not include the tax from Part V.) ...

Add lines 2a and 2b............................

6,363

Distributable amount before adjustments. Subtract line 2c from line 1............

228,126

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

228,126

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...

228,126

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

245,510

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......

245,510

Form 990-PF (2024)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2024
1 Distributable amount for 2024 from Part X, line 7			228,126
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......	20,586
b From 2020......	25,030
c From 2021......	37,326
d From 2022......
e From 2023......	12,878
f Total of lines 3a through e ........		95,820
4Qualifying distributions for 2024 from Part
XI, line 4: $ 245,510
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)........
d Applied to 2024 distributable amount.....			228,126
e Remaining amount distributed out of corpus		17,384
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		113,204
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) ...		20,586
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......		92,618
10 Analysis of line 9:
a Excess from 2020....	25,030
b Excess from 2021....	37,326
c Excess from 2022....
d Excess from 2023....	12,878
e Excess from 2024....	17,384

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 4942(j)(3) or4942(j)(5)

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	(e) Total

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).)

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 e-mail address of the person to whom applications should be addressed:

NAN WORTHINGTON
PO BOX 4311
TRAVERSE CITY,MI49685
(248) 267-3249

bThe form in which applications should be submitted and information and materials they should include:

REQUESTS FOR GRANTS ARE PROCESSED ON AN ANNUAL BASIS. THE SUBMISSIONS ARE CAREFULLY REVIEWED BY THE BOARD OF DIRECTORS DURING MAY THROUGH EARLY JUNE, WITH THE AWARDS GIVEN BY JULY 1. THE REQUESTS SHOULD BE MADE ON THE ORGANIZATION WEBSITE AT WORTHINGTON-FAMILY-FOUNDATION.ORG.

cAny submission deadlines:

BETWEEN FEBRUARY 1 AND MAY 15

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

DISTRIBUTIONS CAN BE USED FOR THE CONTINUANCE AND DEVELOPMENT OF PROGRAMS, EXTEND ASSISTANCE IN THE COORDINATION OF THE WORK OF THE INSTITUTION; AND TO AID IN THE PLANNING AND DEVELOPMENT OF A GENERAL SOCIAL WELFARE PROGRAM WHICH SHALL BEST FULFILL THE HEALTH, WELFARE, CHARACTER BUILDING, AND RECREATIONAL NEEDS OF THE INSTITUTION. DETAILED GUIDELINES ARE FOUND IN THE PROPOSAL REQUEST DOCUMENT.

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
ARCHING OAKS JAPANESE ART CENTER 37114 THRILL HILL RD EUSTIS,FL327369607		501(C)(3)	YOUTH ART PROGRAM-JAPAN AWARENESS	5,000
AU SABLE INSTITUTE 7526 SUNSET TRAIL NE MANCELONA,MI49659		501(C)3	KIDS PROGRAM REYS	20,000
ECOLOGY CENTER 339 E LIBERTY ST SUITE 300 ANN ARBOR,MI48104		501(C)3	ENVIORNMENTAL EDUCATION PROGRAMS	18,395
INLAND SEAS EDUCATION ASSOCIATION 100 DAME ST PO BOX 218 SUTTONS BAY,MI49682		501(C)3	HANDS ON SCHOOL PROGRAMS	25,000
MSU OPERA THEATRE 333 WEST CIRCLE DR SUITE 102 EAST LANSING,MI48824		501(C)3	STUDENT EDUCATIONAL OPPORTUNITIES	33,500
OLD TOWN PLAYHOUSE PO BOX 262 TRAVERSE CITY,MI49685		501(C)3	UNDERWRITE CURRENT AND NEW PROGRAMS	46,615
PEWABIC POTTERY 10125 E JEFFERSON AVE DETROIT,MI48214		501(C)3	PROVIDE ART/CULTURE TO UNDERSERVED	29,000
SCENIC CITY CLAY ARTS 301 E 11TH STREET CHATTANOOGA,TN37403		501(C)(3)	SUPPORT FOR K-12 EDUCATION EFFORS	25,000
SEEDS PO BOX 2454 TRAVERSE CITY,MI49685		501(C)(3)	SHARE ECOLOGIC KNOWLEDGE IN SCHOOLS	9,000
WASHTENAW INTERNATIONAL HIGH SCHOOL 105 N MANSFIELD ST YPSILANTI,MI48197		501(C)(3)	SUPPORT MUSIC PROGRAM EXCELLENCE	14,000
W VIRGINIA SYMPHONY ORCHESTRA PO BOX 2292 CHARLESTON,WV25328		501(C)(3)	STRING ED. - UDERSERVED W VA YOUTH	20,000
Total ................................. 3a				245,510

bApproved for future payment

Total ................................. 3b

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	(e) Related or exempt function income (See instructions.)
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 ....					148,603
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 .....
8 Gain or (loss) from sales of assets other than inventory ............					343,331
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) ..					491,934

13Total. Add line 12, columns (b), (d), and (e)..................

491,934

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	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)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

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

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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

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? ...........Yes No

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.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2024)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2024 AccountingFeesSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
WSR TAX PREP	5,400

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2024 DepreciationSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense	Net Investment Income	Adjusted Net Income	Cost of Goods Sold Not Included
APPLE COMPUTER C1MNK	2014-10-29	1,657	1,657	S/L	4.0000
COMPUTER 2 BUNDLE - 2015 ROTATION	2015-05-23	1,125	1,125	S/L	4.0000

- TIN:

TY 2024 InvestmentsCorpBondsSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Name of Bond	End of Year Book Value	End of Year Fair Market Value
10000 GOLDMAN SACHS GRP INC 3.0%
5000 METLIFE INC SR UNSEC 3.6%
8000 LAS VEGAS SANDS CORP SR UNS
25000 CVS CAREMARK CORP SR 3.375
25000 MPLX LP SR 4.0%	24,934	24,969
25000 OWL ROCK CAP CO SR UNSEC 4%	24,874	24,926
10000 NATIONAL RURAL UTIL COOP MED 3	10,009	9,869
25000 FS KKR CAPITAL CORP SR UNS 3.	24,043	24,516
50000 ZIMMER BIOMET HOLDINGS 3.05%	49,941	49,218
25000 WESTERN DIGITAL CORP 4.75%	24,505	24,759
10000 NATIONAL RURAL UTIL COOP INTER	10,024	9,764
50000 CMS ENERGY CORP SR UNS 3.0%	49,892	48,806
30000 LAS VEGAS SANDS CORP SR UNS 3.	28,234	29,222
25000 VALERO ENERGY CORP SR UNS 3.4%	25,075	24,464
22000 WABTEC COMPANY GTD SR UNS 3.45	21,878	21,450
20000 MORGAN STANLEY 3.625%	19,226	19,635
10000 GOLDMAN SACHS MED TERM 1.5%	8,550	9,038
15000 AMAZON UNSEC 4.55%	14,707	15,090
25000 KINDER MORGAN INC CO 4.3%	24,829	24,534
25000 FLUOR CO SR UNSEC 4.25%	24,722	23,780
15000 ENABLE MIDSTREAM PTR COUP 4.15	14,680	14,396
25000 JEFFERIES GRP SR UNSEC 4.15%	24,403	23,831
10000 ADVOCATE HEALTH CORP UNS 2.211	8,480	8,716
50000 CHARLES SCHWAB UNSEC 2.3%	41,101	42,503
45,000 GENERAL ELEC CAP	41,905	49,300
30,000 PROGRESSIVE CORP SENIOR NOTES	27,973	32,255
45,000 WACHOVIA BANK CPN 6.6% DUE 1/	42,462	49,075
25,000 BANK OF AMERICA CPN 6.05% DUE	25,000	25,772
50000 KRAFT FOODS GRP INC 5%	49,873	44,909
15000 VIACOM INC SR UNSEC 4.875%	14,535	10,614
25000 OCCIDENTAL PETROLEUM 4.5%	24,990	18,469
25000 KRAFT HEINZ FOODS CO 4.375%	24,622	20,241
25000 AT&T INC SRR 4.5%	23,358	20,645
30000 DOW CHEMICAL CO 4%	30,000	23,961
40000 ORACLE CORP SR UNSEC CALLABLE	40,518	27,440
60000 METHANEX CORP 4.25%
25000 BARCLAYS BANK PLC 5.25%
20000 - ROYAL BANK CANADA 5%	20,000	19,738
10000 TORONTO DOMINION BANK 5.4%	10,000	9,835
50000 BANK AMERICA CORP MED 4.25%	49,975	49,564

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Name of Stock	End of Year Book Value	End of Year Fair Market Value
10 SH FISRT CITIZENS	17,358	21,130
102 SH ABBVIE INC	16,683	18,125
108 SHS-L3HARRIS TECHNOLOGIES
109 SH APPPLIED MATERIALS	22,653	17,727
110SHS-NORFOLK SOUTHERN CORP
111 SH LENNAR CORP	18,006	15,137
111 SH NUCOR CORP	19,004	12,955
111SHS-AUTOMATIC DATA PROCESSING
113 SHS-CHEVRON CORP	18,694	16,367
115SHS - PROCTOR & GAMBLE
116 SH QUALCOM	21,149	17,820
117SHS-ILLINOIS TOOL WORKS INC
119 SHS-JP MORGAN CHASE AND CO	15,902	28,525
124SHS-ACCENTURE PLC IRELAND CL A
133SHS-CHUBB LTD
134SHS-PEPSICO INCORPORATED
138 SH ROSS STORES	18,317	20,875
150 SH LEIDOS HOLDINGS	23,071	21,609
150SHS-TARGET CORP
152 SHS-MICROSOFT	36,019	64,068
153 SH PULTE	18,046	16,662
1559.175 CONGRESS SM CAP GRTH	58,500	71,800
1579.51SHS-JENSEN PORTFOLIO INC CL
158 SH CF INDUSTRIES	11,809	13,481
159 SH CONOCO PHILLIPS	19,644	15,768
159 SH SIMON PROP	23,892	27,381
160 SH BROADCOM	20,905	37,094
1701.224SHS-PRIMECAP ODYSSEY FDS AGG
171 SH ECG RESOURCES	22,348	20,961
171SHS-EMERSONELECTRIC CO
173SHS-JOHNSON AND JOHNSON
174SHS-ANALOG DEVICES INC
179 SH AMAZON.COM	33,728	39,271
1806.673SHS-JANUS HENDERSON GLOBAL
186SHS-PAYCHEX INC
1871.725 SHS-VICTORY SYCAMORE SM CO	77,380	88,289
188 SH INTERACTIVE BROKERS	22,942	33,214
19 SH REGENERON PHARM	18,319	13,534
194 SH ROYAL CARIBBEAN	27,787	44,754
195SHS-EVERSOURCE ENERGY
2000SHS- EAGLE POINT INCOME CO INC 5	50,000	47,480
2000SHS- GLADSTONE INVESTMENT CORP 5	50,000	49,740
2000SHS-B RILEY FINANCIAL INC SR NOT	50,000	24,600
2000SHS-CUSTOMERS BANCORP 5.375%	50,000	38,810
2000SHS-MERCHANTS BANCORP SER A NON
2000SHS-OXFORD LANE CAPITAL CORP 5%	50,000	47,411
2000SHS-PRIORITY INCOME FUND 6.375%	50,000	46,680
2000SHS-SCORPIO TANKERS INC SR NOTE	50,000	50,260
201 SH DATADOG INC	22,843	28,721
201SHS-WEC ENERGY GROUP INC
2038.846 VICTORY SYCAMORE EST VAL FD	98,571	93,705
2116.866SHS-ARTISAN FUNDS SM CAP FND
216SHS-LOWES COMPANIES INC
217SHS-MEDTRONIC PLC
225 SH DELL TECH	23,014	25,929
2276.025 SHS-JP MORGAN MIDCAP VALUE	85,549	83,644
2277.369 JENSEN QUAL GRTH FUND	119,941	132,338
227SHS-NIKE INC CLASS B
233 SHS-APPLE	25,460	58,348
236 SH CITIGROUP INC	14,784	16,612
23SHS-GRAINGER W W INC
2400SHS-B RILEY FINANCIAL INC SR 5.	60,000	48,000
243 SH EDWARDS LIFESCIENCES	20,838	17,989
245 SHS-COLGATE-PALMOLIVE CO	21,002	22,273
2500SHS- NUVEEN MUN CREDIT OPPTYS
254SHS-ABBOTT LABORATORIES
2565.068 SHS-PARNASSUS CORE EQUITY	115,584	153,263
268SHS-PHILLIPS 66
272 SH ARISTA NETWORKS	18,546	30,064
2737.969 SHS-MFS SER TR I VALUE FD	136,060	133,586
28 SH ADOBE SYS	13,843	12,451
30 SH KLA	21,402	18,904
302 SH ALPHABET INC	51,786	57,169
303 SH NVENT ELECT	23,325	20,652
3050SHS-GOLDMAN SACHS GROUP INC	59,748	69,998
3100 SHS-WELLS FARGO DEP SHS 1/1000T	69,070	58,466
3295.572 SHS-JP MORGAN MIDCAP GROWTH	179,710	164,284
33 29SHS-COSTCO WHSL CORP NEW	10,355	30,237
330 CITIZENS FINANCIAL	11,793	14,441
3300 SH ALLSTATE CORP DPE	74,015	72,204
3350 SHS-SO CO SER 2017B JR SUB NOTE	80,184	73,600
34 SH NETFLIX	20,367	30,305
349SHS-AFLAC INC
34SHS-BLACKROCK INC
35 SH UNITED HEATLTHCARE	18,058	17,705
357SHS-CISCO SYSTEMS INC
3600 SHS- BANK OF AMERICA CORP SUB 4	74,627	66,960
370SHS-COMCAST CORP NEW
392 SH TWILIO	23,041	42,367
4000SHS- BABCOCK & WILCOX ENT 6.5%	100,000	79,600
436 SH COPART INC	24,364	25,022
4500 SH NATL HEALTHCARE PROP	77,253	66,511
4500 SHS- FEDERAL AGRICULTURAL MORT	100,315	87,525
4500SHS-HEALTHCARE TRUST 7.375% PERP
45SHS - S&P GLOBAL
49 SH INTIUTIVE SURGICAL	18,920	25,576
5050.314 SHS-MFS INTL DIVERS FD CL I	115,263	115,349
508 SH WEYERHAUESER	15,923	14,300
518 SH VIRTU FINANCIAL	11,800	18,482
52 SH GOLDMAN SACHS	23,243	29,776
52 SH MASTERCARD INC	23,465	27,382
525 SH FOX CORP	17,139	25,505
539SHS-NEXTERA ENERGY INC
5687.226 SHS-JP MORGAN TR II EQ INC	133,405	136,152
59 SH UNITED THERAPEUTICS	15,638	20,818
63 SH CADENCE DESIGN	18,088	18,929
635.12SHS-T ROWE PRICE BLUE CHIP G
66 SHS-MCDONALD'S CORP
68 SHS-AMGEN INC	18,000	17,724
68SHS-AIR PRODUCTS & CHEMICALS
69SHS-AMERICAN TOWER CORP
73SHS-UNITEDHEALTH GROUP
78 SH EMCOR GROUP	29,293	35,404
785 SH PINTEREST	22,992	22,765
80SHS-LINDE PLC
82SHS-BECTON DICKINSON & CO
84SHS-P P G INDUSTRIES INC
87SHS-WALMART INC
88 SH CENCORA INC	19,793	19,772
93SHS-GENL DYNAMICS CORP
96.363 SHS-AMER FNDS NEW WORLD CL F2	59,066	72,643
994.6897 FID ADVISOR TECH FD	129,819	135,188
JP MORGAN 100% US TREAS SEC MMKT	19,005	19,000
NUVEEN MUN CREDIT OPPTY FUND	37,480	26,525
VANGUARD CASH RES MM ADM	14,420	14,420

- TIN:

TY 2024 InvestmentsGovtObligationsSch

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

US Government Securities - End of Year Book Value:

US Government Securities - End of Year Fair Market Value:

State & Local Government Securities - End of Year Book Value:

229,719

State & Local Government Securities - End of Year Fair Market Value:

231,780

- TIN:

TY 2024 LandEtcSchedule2

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
COMPUTERS	2,782	2,782

- TIN:

TY 2024 OtherDecreasesSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Description	Amount
IMMATERIAL TIMING DIFFERENCE	7,594

- TIN:

TY 2024 OtherExpensesSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
EXPENSES
OFFICE EXP	222

- TIN:

TY 2024 OtherIncreasesSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Description	Amount
WB NONDIVIDEND DISTRIBUTIONS	8,618

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Category	Amount	Net Investment Income
WF 1 2052-4161 ADVISORY FEES	18,151	18,151
WF 2 4620-6267 ADVISORY FEES	12,240	12,240
WF 2 2052-4161 ADR FEES

- TIN:

TY 2024 TaxesSchedule

Name:

WORTHINGTON FAMILY FOUNDATION

EIN:

26-4445573

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
WF 1A FOREIGN TAX PAID	506
WF2 FOREIGN TAX PAID
2024 EXCISE TAX ESTIMATES	2,000
STATE ANNUAL REPORT	10