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
Town Branch Foundation
 
Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 1860
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BENTONVILLE, AR71712
A Employer identification number

82-3575662
B Telephone number (see instructions)

(479) 464-1570
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$611,949,923J 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) 35,550,004
2 Check right arrow.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 13,206,431 13,206,431  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 16,450,291
b Gross sales price for all assets on line 6a 89,009,973
7 Capital gain net income (from Part IV, line 2)... 16,450,291
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances 0
b Less: Cost of goods sold.... 0
c Gross profit or (loss) (attach schedule)..... 0  
11 Other income (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
1,357,440 1,002,627 0
12 Total. Add lines 1 through 11........ 66,564,166 30,659,349 0
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 986,004     986,004
14 Other employee salaries and wages......        
15 Pension plans, employee benefits....... 254,253     254,253
16a Legal fees (attach schedule)......... Click to see attachment
List of Attached Documents:
// Content
92,672 0 0 92,672
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
103,031 0 0 103,031
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
3,077,779 399,002 0 2,678,777
17 Interest............... 298 298    
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
1,274,093 825,663 0 0
19 Depreciation (attach schedule) and depletion... Click to see attachment
List of Attached Documents:
// Content
1,315,907 0 0
20 Occupancy..............        
21 Travel, conferences, and meetings....... 16,356     16,356
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
45,172 32,068 0 13,104
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 7,165,565 1,257,031 0 4,144,197
25 Contributions, gifts, grants paid....... 29,982,571 29,982,571
26 Total expenses and disbursements. Add lines 24 and 25 37,148,136 1,257,031 0 34,126,768
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 29,416,030
b Net investment income (if negative, enter -0-) 29,402,318
c Adjusted net income (if negative, enter -0-)... 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............. 408,974 2,837,947 2,837,947
2 Savings and temporary cash investments.........      
3 Accounts receivable right arrow398
Less: allowance for doubtful accounts right arrow   438 398 398
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow   0 0 0
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions)..... 0 0 0
7 Other notes and loans receivable (attach schedule) right arrow30,426,638
Less: allowance for doubtful accounts right arrow0 15,271,055 Click to see attachment
List of Attached Documents:
// Content
30,426,638 		30,426,638
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule) 0 0 0
b Investments—corporate stock (attach schedule)....... 0 Click to see attachment
List of Attached Documents:
// Content
0 		0
c Investments—corporate bonds (attach schedule)....... 0   0
11 Investments—land, buildings, and equipment: basis right arrow0
Less: accumulated depreciation (attach schedule) right arrow0 0   0
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 398,245,659 Click to see attachment
List of Attached Documents:
// Content
359,907,516 		471,858,642
14 Land, buildings, and equipment: basis right arrow109,380,108
Less: accumulated depreciation (attach schedule) right arrow2,553,810 56,656,641 Click to see attachment
List of Attached Documents:
// Content
106,826,298 		106,826,298
15 Other assets (describe right arrow) 0 0 0
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 470,582,767 499,998,797 611,949,923
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons 0 0
21 Mortgages and other notes payable (attach schedule)...... 0 0
22 Other liabilities (describe right arrow)    
23 Total liabilities (add lines 17 through 22)......... 0 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 470,582,767 499,998,797
29 Total net assets or fund balances (see instructions)..... 470,582,767 499,998,797
30 Total liabilities and net assets/fund balances (see instructions). 470,582,767 499,998,797
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
470,582,767
2
Enter amount from Part I, line 27a .....................
2
29,416,030
3
Other increases not included in line 2 (itemize) right arrow
3
0
4
Add lines 1, 2, and 3 ..........................
4
499,998,797
5
Decreases not included in line 2 (itemize) right arrow
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
499,998,797
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 NORTHERN TRUST CASH ACCOUNT - VARIOUS STOCKS P    
b NORTHERN TRUST CASH ACCOUNT - VARIOUS STOCKS P    
c NORTHERN TRUST EAFE - VARIOUS STOCKS P    
d NORTHERN TRUST EAFE - VARIOUS STOCKS P    
e NORTHERN TRUST EAFE - CAPITAL GAIN DISTRIBUTION P    
NORTHERN TRUST R1000 - VARIOUS STOCKS P    
NORTHERN TRUST R1000 - VARIOUS STOCKS P    
NORTHERN TRUST R1000 - CAPITAL GAIN DISTRIBUTION P    
NORTHERN TRUST EQUITIZATION - VARIOUS STOCKS P    
NORTHERN TRUST EQUITIZATION - SECTION 1256 GAINS P    
PASS THROUGH GAIN/LOSS P    
(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 12,471,123   11,500,072 971,051
b 4,277,131   3,448,680 828,451
c 24,113,865   22,859,113 1,254,752
d 7,938,775   5,552,633 2,386,142
e     18,278 -18,278
14,964,290   13,786,713 1,177,577
20,876,704   11,464,974 9,411,730
37,777     37,777
3,930,125   3,929,219 906
77,795     77,795
322,388     322,388
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     0 971,051
b     0 828,451
c     0 1,254,752
d     0 2,386,142
e     0 -18,278
    0 1,177,577
    0 9,411,730
    0 37,777
    0 906
    0 77,795
    0 322,388
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 16,450,291
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) 1 408,692
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-) Click to see attachment
List of Attached Documents:
// Content
2 0
3 Add lines 1 and 2........................... 3 408,692
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- ..... 5 408,692
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 425,000
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 100,000
d Backup withholding erroneously withheld .......... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 525,000
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 10 116,308
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow116,308 Refundedright arrow 11 0
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 arrowDE, AR
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. Click to see attachment
List of Attached Documents:
// Content
...............................
10
Yes
 
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 arrowTIM KEITH Telephone no.right arrow (479) 464-1570

Located atright arrowPO BOX 1860BENTONVILLEAR ZIP+4right arrow72712
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)
Yes
 
(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)
Yes
 
(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
 
No
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
Yes
 
If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
List of Attached Documents:
// Content
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
JIM C WALTON DIRECTOR, CO-PRESIDENT
1.00 		0 0  
PO BOX 1860
BENTONVILLE,AR72712
BUDDY D PHILPOT SECRETARY (UNTIL 09/30/24)
31.00 		677,212 174,627  
PO BOX 1860
BENTONVILLE,AR72712
MARC HOLLEY VICE PRESIDENT (AS OF 09/30/24), EXECUTIVE DIRECTOR
30.00 		308,792 79,626  
PO BOX 1860
BENTONVILLE,AR72712
LUKE MITCHELL TREASURER
0.50 		0 0  
PO BOX 1860
BENTONVILLE,AR72712
LYNNE WALTON DIRECTOR, Vice President (Until 09/30/24), Co-President (As of 09/30/24)
1.00 		0 0  
PO BOX 1860
BENTONVILLE,AR72712
JEFF DEAN SECRETARY (FROM 09/30/24)
0.50 		0 0  
PO BOX 1860
BENTONVILLE,AR72712
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
 
Total number of other employees paid over $50,000...................right arrow 0
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
Clark Contractors LLC CONSTRUCTION SERVICES 13,595,754
PO BOX 17361
LITTLE ROCK,AR72222
Walton Enterprises LLC MANAGEMENT SERVICES 3,051,587
PO BOX 1860
BENTONVILLE,AR72712
Murray Contractors LLC CONSTRUCTION SERVICES 2,464,904
2 REMINGTON COVE
LITTLE ROCK,AR72204
Witsell Evans and Rasco PA Architectural Services 1,143,136
901 W THIRD
LITTLE ROCK,AR72201
Baldwin and Shell Construction Company CONSTRUCTION SERVICES 979,978
PO BOX 1750
LITTLE ROCK,AR72203
Total number of others receiving over $50,000 for professional services.............right arrow9
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 Equitable Facilities Fund - EFF Bridge Loan 45,585,000
2 Dove Charter Public School Foundation - North Facility Expansion in OKC 15,401,520
All other program-related investments. See instructions.
3 Click to see attachment
List of Attached Documents:
// Content
13,762
Total. Add lines 1 through 3.........................right arrow61,000,282
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
461,678,419
b
Average of monthly cash balances.......................
1b
18,901,295
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, b, and c).........................
1d
480,579,714
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
480,579,714
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
7,208,696
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
473,371,018
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
23,668,551
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
23,668,551
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
408,692
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
408,692
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
23,259,859
4
Recoveries of amounts treated as qualifying distributions................
4
46,824,665
5
Add lines 3 and 4............................
5
70,084,524
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
70,084,524
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
34,126,768
b
Program-related investments—total from Part VIII-B..................
1b
61,000,282
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
18,742,235
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
0
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
113,869,285
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 70,084,524
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only....... 0
b Total for prior years:2022, 2021, 2020 0
3 Excess distributions carryover, if any, to 2024:
a From 2019...... 0
b From 2020...... 0
c From 2021...... 0
d From 2022...... 20,190,310
e From 2023...... 45,292,368
f Total of lines 3a through e ........ 65,482,678
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 113,869,285
a Applied to 2023, but not more than line 2a 0
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		0
c Treated as distributions out of corpus (Election
required—see instructions)........ 		0
d Applied to 2024 distributable amount..... 70,084,524
e Remaining amount distributed out of corpus 43,784,761
5 Excess distributions carryover applied to 2024.   0
(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 5 109,267,439
b Prior years’ undistributed income. Subtract
line 4b from line 2b .......... 		0
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 ........... 		0
e Undistributed income for 2023. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		0
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) ....... 		0
8 Excess distributions carryover from 2019 not
applied on line 5 or line 7 (see instructions) ... 		0
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		109,267,439
10 Analysis of line 9:
a Excess from 2020.... 0
b Excess from 2021.... 0
c Excess from 2022.... 20,190,310
d Excess from 2023.... 45,292,368
e Excess from 2024.... 43,784,761
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).)
JIM C WALTON
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

Advance Rural Education Foundation

PO Box 2308
Seminole,OK74818 		  PC The Academy of Okmulgee expansion 330,000

American Enterprise Institute for Public Policy Research

1789 Massachusetts Avenue NW
Washington,DC20036 		  PC To support general operations 150,000

Arkansas Childrens Foundation

1 Childrens Way
Little Rock,AR72202 		  PC to support the vehicular heat stroke prevention campaign 5,000

Arkansas Public School Resource Center Inc

1401 W Capitol Suite 315
Little Rock,AR72201 		  PC To support general operations 500,000

Arkansas Public School Resource Center Inc

1401 W Capitol Suite 315
Little Rock,AR72201 		  PC To provide literacy specialists and coaches to implement literacy support for charter schools and serve as a self-sustaining unit for school interventions 849,000

Arkansas Public School Resource Center Inc

1401 W Capitol Suite 315
Little Rock,AR72201 		  PC to create a Charter Impact Team that will provide targeted support to struggling charter schools 518,071

Arkansas Public School Resource Center Inc

1401 W Capitol Suite 315
Little Rock,AR72201 		  PC to establish a central kitchen for charter schools to provide cost-effective meal options to students 702,500

Arkansas State University System Foundation Inc

PO Box 1990
State University,AR72467 		  PC to support the implementation and evaluation of the BehaviorHelp program 197,085

Arkansas State University System Foundation Inc

PO Box 1990
State University,AR72467 		  PC to support the implementation and evaluation of the Fostering Informed and Responsive Systems for Trauma: Early Care and Education program 161,040

Bentonville Bella Vista Trailblazer's Association Inc

PO Box 2821
Bentonville,AR72712 		  PC to support the engineering design costs of the tunnel to reroute the Greenway trail under Hwy 102 near P Street 46,366

Bentonville Bella Vista Trailblazer's Association Inc

PO Box 2821
Bentonville,AR72712 		  PC to support the tunnel straightening and new parking lot on NW A Street for Slaughter Pen 88,000

Bentonville Bella Vista Trailblazer's Association Inc

PO Box 2821
Bentonville,AR72712 		  PC To support construction costs of a concrete trail connecting WOKA Whitewater Park to Siloam Springs 586,297

Bentonville Bella Vista Trailblazer's Association Inc

PO Box 2821
Bentonville,AR72712 		  PC to support construction costs of soft surface trails located in Northwest Arkansas and Eastern Oklahoma near the WOKA whitewater park located on the Illinois River 500,000

Bentonville Bella Vista Trailblazer's Association Inc

PO Box 2821
Bentonville,AR72712 		  PC to provide support to maintain the Oklahoma paved trails, the property, and the house located near the WOKA trail 35,000

Boys & Girls Club of Denison Inc

2100 South Mirick Avenue
Denison,TX75020 		  PC for program scholarships to help with disadvantaged youth in need 7,500

Cato Institute

1000 Massachusetts Avenue NW
Washington,DC200015403 		  PC To support general operations 10,000

Centers for Youth and Families Inc

P O Box 251970
Little Rock,AR72225 		  PC to support the residential children's treatment program providing psychiatric help and educational services 15,500

City of Bentonville

305 SW A Street
Bentonville,AR72712 		  GOV to complete design work for a new Adult Recreation Center for the City of Bentonville 570,120

City of Bentonville

305 SW A Street
Bentonville,AR72712 		  GOV to support the construction of the Bentonville Adult Recreation Center and for the Center Manager's salary 2,000,000

City of Sherman

Sherman Animal Shelter
Sherman,TX75090 		  GOV to find new homes for stray animals and expenses related to the program 7,500

Cookson Hills Christian School Inc

60416 Highway 10
Kansas,OK743479533 		  PC To support general operations 40,000

Dove Schools

9212 N Kelley Ave Suite 100
Oklahoma City,OK73131 		  PC Dove Schools of Tulsa Expansion 600,000

Dove Schools

9212 N Kelley Ave Suite 100
Oklahoma City,OK73131 		  PC Dove Schools North OKC Expansion 550,000

Dove Schools

9212 N Kelley Ave Suite 100
Oklahoma City,OK73131 		  PC Dove Schools South OKC Expansion 550,000

EXODUSLIFE

3700A W 65th Street
Little Rock,AR72209 		  PC to support educational and training programs to restore previously incarcerated men and women to their families and communities 12,000

Habitat for Humanity of Grayson County

901 N Grand Avenue
Sherman,TX75090 		  PC to build homes for families in need 7,500

Harding Independence Charter District Inc

1301 NE 101st St
Oklahoma City,OK73131 		  PC Harding Independence Charter District Elementary Expansion 397,500

Heartland Forward Inc

702 SE 5th Street Suite 48
Bentonville,AR72712 		  PC To support general operations 1,661,880

Heritage Foundation

214 Massachusetts Avenue NE
Washington,DC200024999 		  PC To support general operations 10,000

Home Hospice of Grayson County

505 W Center Street
Sherman,TX75090 		  PC to provide medical care for terminally ill, bereavement counseling, and social workers 7,500

Humane Society of Pulaski County

14600 Colonel Glenn Road
Little Rock,AR72210 		  PC to rescue, rehabilitate, provide veterinary care, spay/neuter, and find loving homes for Central Arkansas dogs and cats in need 5,000

Institute for Humane Studies

George Mason University
Arlington,VA22201 		  PC To support general operations 40,000

Northwest Arkansas Community College Foundation Inc

One College Drive
Bentonville,AR72712 		  PC to pilot a new pathway for high school students interested in becoming early childhood educators 98,365

Oklahoma Montessori Initiative

PO Box 23691
Oklahoma City,OK73123 		  GOV Oklahoma Montessori Initiative Start-up 250,000

Oklahoma Public School Resource Center Inc

309 NW 13th Street
Oklahoma City,OK73107 		  PC to support the Grantee's Growing Strong Leaders Cohort 172,000

Oklahoma Public School Resource Center Inc

309 NW 13th Street
Oklahoma City,OK73107 		  PC to provide support to launch a statewide Registered Apprenticeship Program 620,500

Oklahoma Public School Resource Center Inc

309 NW 13th Street
Oklahoma City,OK73107 		  PC to support Fuel OKC 1,000,030

Oklahoma Public School Resource Center Inc

309 NW 13th Street
Oklahoma City,OK73107 		  PC to implement a two-year pilot program that will assist teachers in developing and enhancing high-quality lesson plans through the introduction of Khanmingo 140,000

Phalen Leadership Academies Indiana Inc

1001 Marina Drive 410
Quincy,MA02171 		  PC to provide financial support to Hogan Preparatory Academy to hire up to eight academic support staff to be deployed at all three campuses in Kansas City 695,000

Proud To Partner Leadership Academy Inc

4149 Highline Blvd
Oklahoma City,OK731082103 		  PC Proud To Partner Leadership Academy - Startup 500,000

RISE STEAM Academy

915 NE 68th Street
Oklahoma City,OK73105 		  GOV RISE STEAM Academy Start-up 250,000

Show Me KC Schools

2201 Lexington Avenue
Kansas City,MO64124 		  PC To design, support, and implement a common application system for [charter] schools in the St. Louis City boundaries 488,200

Social & Environmental Entrepreneurs Inc

23564 Calabasas Road Suite 201
Calabasas,CA91302 		  PC To serve as fiscal sponsor for Opportunities Exchange to pilot a business coaching program with early childhood providers aimed at streamlining costs to improve the quality and accessibility of early childhood education in Arkansas 116,720

Stanford University

PO Box 20466 Development Service
Stanford,CA943090466 		  PC to support K-12 education reform through the Hoover Institution 10,000

State of Oklahoma Office of Educational Quality and Accountability

5400 N Grand Blvd
Oklahoma City,OK73112 		  GOV to support the costs associated with the Harvard Strategic Data Fellow 49,500

Texas A&M University-Kingsville

700 University Blvd MSC 218
Kingsville,TX78363 		  GOV to support the general operations of the Grantee's Caesar Kleberg Wildlife Research Institute 5,000

Texoma Family Shelter Inc

331 W Morton
Denison,TX75020 		  PC to support homeless families by providing shelter and food 7,500

The Peel Compton Foundation

312 N Main Street
Bentonville,AR72712 		  POF To support general operations 3,854,715

The Peel Compton Foundation

312 N Main Street
Bentonville,AR72712 		  POF to support costs associated with Coler Mountain Bike Park trail improvements 442,736

The Peel Compton Foundation

312 N Main Street
Bentonville,AR72712 		  POF to support costs associated with the completion of the construction design services 330,000

The Peel Compton Foundation

312 N Main Street
Bentonville,AR72712 		  POF to support the construction costs associated with the Compton House expansion 2,572,229

The Peel Compton Foundation

312 N Main Street
Bentonville,AR72712 		  POF to support the costs associated with trail and property clean-up recovery efforts 750,000

The Peel Compton Foundation

312 N Main Street
Bentonville,AR72712 		  POF to support the costs associated with property clean-up recovery efforts for the Compton Gardens property 190,000

TNTP Inc

500 7th Ave 8th floor
New York,NY10018 		  PC to support improved teacher practice and early literacy through high-touch teacher coaching in Phelps County, Missouri, as a pilot program for the Missouri Department of Elementary and Secondary Education to consider for expansion in other districts 1,320,148

Tulsa Community Foundation

7030 S Yale Avenue Suite 600
Tulsa,OK74136 		  PC to support the 918 Fund, a program focusing on the creation of 15,000 quality school seats in the next 10 years 1,440,000

Under the Canopy Inc

1747 S Erie Pl
Tulsa,OK741126927 		  PC Under the Canopy School Start-up 250,000

University of Arkansas Foundation Inc

535 W Research Center Blvd Suite
Fayetteville,AR72701 		  PC to support Grantee's Accelerate Student Achievement Program designed to support academic achievement, college completion, and post-graduation success among first-generation and Pell Grant-eligible students from the Arkansas Delta region 833,333

University of Arkansas Foundation Inc

535 W Research Center Blvd Suite
Fayetteville,AR72701 		  PC to support the implementation and evaluation of the Fostering Informed and Responsive Systems for Trauma: Early Care and Education program 252,477

University of Arkansas Foundation Inc

535 W Research Center Blvd Suite
Fayetteville,AR72701 		  PC to support the implementation and evaluation of the BehaviorHelp program 623,324

Walton Family Foundation Inc

PO Box 2030
Bentonville,AR72712 		  PF TO SUPPORT COSTS ASSOCIATED WITH THE NWA LAND BANK FUND ACQUISITIONS. 733,012

Walton Family Foundation Inc

PO Box 2030
Bentonville,AR72712 		  PF TO SUPPORT COSTS ASSOCIATED WITH THE NWA LAND BANK FUND ACQUISITIONS. 134,028

Walton Family Foundation Inc

PO Box 2030
Bentonville,AR72712 		  PF TO SUPPORT COSTS ASSOCIATED WITH THE NWA LAND BANK FUND ACQUISITIONS. 616,274

Watershed Conservation Resource Center

380 West Rock Street
Fayetteville,AR72701 		  PC to construct stream flow improvements and riparian restoration in the vicinity of the NW A Street low-water crossing 77,121
Total .................................right arrow 3a 29,982,571
bApproved for future payment
Total ................................. right arrow 3b 0
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 13,206,431  
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 ............ 		    18 16,450,291  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
aNORTHERN TRUST INCOME/(LOSS) 		    14 -86,614  
bRECOVERY OF PRIOR YEAR GRANTS         354,813
cRental Income     16 1,074,966  
dPASS-THROUGH - OTHER INCOME/(LOSS)     14 14,275  
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 30,659,349 354,813
13Total. Add line 12, columns (b), (d), and (e)..................
13
31,014,162
(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 AMOUNT REPRESENTS REFUNDS OF UNUSED GRANT FUNDS TREATED AS QUALIFYING DISTRIBUTIONS IN PRIOR YEARS.
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: 24020961
Software Version: 2024v5.1


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
Town Branch Foundation
 
Employer identification number

82-3575662
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
Town Branch Foundation
  		Employer identification number
82-3575662
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
walton family foundation
 
PO BOX 1860
 
BENTONVILLE, AR72712

$ 35,550,004


(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
Town Branch Foundation
  		Employer identification number

82-3575662
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
 100% PARTNERSHIP INTEREST IN LLCs $ 35,550,004 2024-12-31
(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
Town Branch Foundation
  		Employer identification number

82-3575662
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: 24020961
Software Version: 2024v5.1

TY 2024 AccountingFeesSchedule
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
Accounting Fees 103,031     103,031

TY 2024 AllOthProgRltdInvestmentsSch
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Category Amount
HOGAN PREPARATORY ACADEMY, INC. - PROVIDE FINANCING FOR THE CONSTRUCTION OF NEW PERMANENT HIGH SCHOOL AND MIDDLE SCHOOL FACILITIES. 13,762

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TY 2024 DepreciationSchedule
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
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
Furniture & Fixtures   1,184,817 94,829   7.0 83,679      
Buildings   54,178,773 1,075,279   39.0 1,055,909      
Building Improvements   28,373,360 13,895   39.0 125,111      
Equipment   436,932 53,901   5.0 51,208      

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TY 2024 ExpenditureResponsibilityStmt
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2023-03-10 10,000 to support costs to develop a design and plan for upgraded access and parking for Coler park. 8,029 NONE 3/14/2024, 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2023-08-25 51,000 to support the costs associated with the schematic design, topographical survey, and administrative costs associated. 51,000 NONE 06/28/2024, 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2024-01-26 3,854,715 To support general operations 3,854,715 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2024-03-01 442,736 to support costs associated with Coler Mountain Bike Park trail improvements 374,236 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2024-03-15 330,000 to support costs associated with the completion of the construction design services 329,935 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2024-06-07 2,572,229 to support the construction costs associated with the Compton House expansion 390,201 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2024-07-26 750,000 to support the costs associated with trail and property clean-up recovery efforts 750,000 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
The Peel Compton Foundation
  		312 N Main Street
Bentonville,AR72712 		2024-08-30 190,000 to support the costs associated with property clean-up recovery efforts for the Compton Gardens property 190,000 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
WALTON FAMILY FOUNDATION INC
  		PO Box 2030
Bentonville,AR72712 		2022-08-31 254,307 DONATION OF LAND ON HWY 59, SILOAM SPRINGS, AR. 0 NONE 11/09/23, 03/01/2024, 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
WALTON FAMILY FOUNDATION INC
  		PO Box 2030
Bentonville,AR72712 		2023-11-22 795,089 TO SUPPORT COSTS ASSOCIATED WITH THE NWA LAND BANK FUND ACQUISITIONS. 795,089 NONE 3/1/2024, 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
WALTON FAMILY FOUNDATION INC
  		PO Box 2030
Bentonville,AR72712 		2024-03-01 733,012 TO SUPPORT COSTS ASSOCIATED WITH THE NWA LAND BANK FUND ACQUISITIONS. 171,824 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
WALTON FAMILY FOUNDATION INC
  		PO Box 2030
Bentonville,AR72712 		2024-03-15 134,028 TO SUPPORT COSTS ASSOCIATED WITH THE NWA LAND BANK FUND ACQUISITIONS. 134,028 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.
WALTON FAMILY FOUNDATION INC
  		PO Box 2030
Bentonville,AR72712 		2024-07-12 616,274 TO SUPPORT COSTS ASSOCIATED WITH THE NWA LAND BANK FUND ACQUISITIONS. 0 NONE 03/01/2025 2025-03-01 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE ABOVE REPORT; THEREFORE, FURTHER VERIFICATION BY THE FOUNDATION WAS DEEMED UNNECESSARY.

TY 2024 InvestmentsOtherSchedule2
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
Northern Trust Cash AT COST 77,650,327 91,118,484
Northern EAFE Acct AT COST 113,649,565 148,764,966
Northern R1000 Acct AT COST 54,824,968 120,467,448
Northern Cash Equitization AT COST 1,733,008 1,744,562
Hawthorn FI AT COST 112,049,648 109,763,182

TY 2024 LandEtcSchedule2
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
Land 8,068,374   8,068,374 8,068,374
Construction in Progress 17,137,852   17,137,852 17,137,852
Buildings 54,178,773 2,145,082 52,033,691 52,033,691
Building Improvements 28,373,360 125,111 28,248,249 28,248,249
Furniture & Fixtures 1,184,817 178,507 1,006,310 1,006,310
Equipment 436,932 105,110 331,822 331,822


TY 2024 LegalFeesSchedule
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
LEGAL FEES 92,672     92,672


TY 2024 OtherExpensesSchedule
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
Miscellaneous 8,873     8,873
Pass-through - Other Deductions 32,068 32,068    
Repairs and Maintenance 4,231     4,231


TY 2024 OtherIncomeSchedule2
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
Northern Trust -86,614 -86,614  
Rental Income 1,074,966 1,074,966  
RECOVERY OF PRIOR YEAR GRANTS 354,813    
Pass-through - Other income/(loss) 14,275 14,275  


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TY 2024 OtherNotesLoansRcvblLongSch
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1

Borrower's Name Relationship to Insider Original Amount of Loan Balance Due Date of Note Maturity Date Repayment Terms Interest Rate Security Provided by Borrower Purpose of Loan Description of Lender Consideration Consideration FMV
Hogan Preparatory Academy Inc PROGRAM-RELATED INVESTMENT 16,250,000 14,412,679 2021-07 2027-06 Principal Due and Payable at Maturity 0 % None TO CONSTRUCT NEW PERMANENT HIGH SCHOOL AND MIDDLE SCHOOL FACILITIES. Cash 14,412,679
Friendship Education Foundation PROGRAM-RELATED INVESTMENT 625,153 625,153 2018-06 2026-07 PAYMENT DUE ON MATURITY 0 % None PROVIDE CAPITAL FOR THE PURCHASE OF EQUIPMENT FOR CHARTER SCHOOL Cash 625,153
Dove Charter Public School Foundation PROGRAM-RELATED INVESTMENT 32,410,000 15,388,806 2024-09 2028-06 Principal Due and Payable at Maturity 0 % None North Facility Expansion in OKC Cash 15,388,806

TY 2024 OtherProfessionalFeesSchedule
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
Consulting Fees 1,521,234     1,521,234
Administrator & Management Fees 1,157,543     1,157,543
Investment Management Fees 399,002 399,002    


TY 2024 SubstantialContributorsSch
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Name Address
WALTON FAMILY FOUNDATION
  		PO BOX 2030
BENTONVILLE,AR72712


TY 2024 TaxesSchedule
Name:
Town Branch Foundation
EIN:
82-3575662
Software ID:
24020961
Software Version:
2024v5.1
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
Northern Trust - Foreign Taxes 825,663 825,663    
Excise Tax 448,430