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
Jay and Sarah Flatley Foundation

% Foundation Source

Number and street (or P.O. box number if mail is not delivered to street address)Foundation Source 501 Silverside Rd
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Wilmington, DE198091377

A Employer identification number

81-3855993

B Telephone number (see instructions)

(800) 839-1754

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

$35,874,603J 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	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	0
2	Check .............
3	Interest on savings and temporary cash investments	16,783		16,783
4	Dividends and interest from securities...	423,520		423,520
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		1,096,778
b	Gross sales price for all assets on line 6a 4,798,083
7	Capital gain net income (from Part IV, line 2)...			1,096,778
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).......	List of Attached Documents: // Content	51,040	50,528
12	Total. Add lines 1 through 11........	1,588,121		1,587,609
13	Compensation of officers, directors, trustees, etc.	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	127,026	127,026
17	Interest...............
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	24,232	10,232
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	95,148	25,027		67,531
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	246,406		162,285		67,531
25	Contributions, gifts, grants paid.......	1,477,500				1,477,500
26	Total expenses and disbursements. Add lines 24 and 25	1,723,906		162,285		1,545,031
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-135,785
b	Net investment income (if negative, enter -0-)			1,425,324
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	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.............
	2	Savings and temporary cash investments.........	403,723	435,584	435,584
	3	Accounts receivable 1,136
		Less: allowance for doubtful accounts		1,136	1,136
	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)	1,194,347	List of Attached Documents: // Content 1,345,438	1,304,993
	b	Investments—corporate stock (attach schedule).......	15,758,574	List of Attached Documents: // Content 14,129,650	20,710,855
	c	Investments—corporate bonds (attach schedule).......	2,378,476	List of Attached Documents: // Content 3,105,903	3,352,957
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	6,797,280	List of Attached Documents: // Content 7,393,373	10,069,078
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	26,532,400	26,411,084	35,874,603
	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 )	List of Attached Documents: // Content 18,509	List of Attached Documents: // Content 32,978
	23	Total liabilities (add lines 17 through 22).........	18,509	32,978
		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	26,513,891	26,378,106
	29	Total net assets or fund balances (see instructions).....	26,513,891	26,378,106
	30	Total liabilities and net assets/fund balances (see instructions).	26,532,400	26,411,084

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

26,513,891

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

-135,785

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

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

26,378,106

Decreases not included in line 2 (itemize) right arrow

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

26,378,106

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	Publicly-traded Securities
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	4,798,083	3,701,305	1,096,778
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			1,096,778
b
c
d
e

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	1,096,778
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

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	19,812
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	19,812
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	19,812
6	Credits/Payments:

a	2024 estimated tax payments and 2023 overpayment credited to 2024	6a	9,759
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	9,700
d	Backup withholding erroneously withheld ..........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	19,459
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. List of Attached Documents: // Content		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	353
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? ................

Yes

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 Click to see attachment

List of Attached Documents:

// Content

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

Yes

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

Yes

Website address right arrow

The books are in care of right arrow

Foundation Source Telephone no. right arrow

(800) 839-1754

Located at right arrow

501 Silverside Road Suite 123WilmingtonDE ZIP+4 right arrow

198091377

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
Jay Flatley	Dir, Co- Pres, Sec, Treas 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Dir, Co- Pres, Sec, Treas 1.0	0	0	0
Sarah Flatley	Co- Pres, Dir 1.0	0	0	0
Foundation Source 501 Silverside Rd Wilmington,DE198091377	Co- Pres, Dir 1.0	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










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
GOLDMAN SACHS & CO LLC	Investment Mgmt	127,026
10100 SANTA MONICA BLVD LOS ANGELES,CA90067	Investment Mgmt	127,026
Foundation Source	Administrative	67,506
55 Walls Drive STE 302 Fairfield,CT06824	Administrative	67,506

Total number of others receiving over $50,000 for professional services............. right arrow

Part VIII-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.	Expenses
1


2


3


4

Part VIII-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1


2


All other program-related investments. See instructions.
3

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

Form 990-PF (2024)

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

24,843,076

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

595,120

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

9,969,618

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

35,407,814

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

35,407,814

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

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

531,117

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

34,876,697

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

1,743,835

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

1,743,835

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

19,812

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

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

19,812

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

1,724,023

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

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

1,724,023

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

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

1,724,023

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 ..........

1,545,031

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. .......

1,545,031

Form 990-PF (2024)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(c) 2023	(d) 2024
1 Distributable amount for 2024 from Part X, line 7				1,724,023
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only.......			1,509,004
b Total for prior years:20 , 20, 20
3 Excess distributions carryover, if any, to 2024:
a From 2019......
b From 2020......
c From 2021......
d From 2022......
e From 2023......
f Total of lines 3a through e ........
4Qualifying distributions for 2024 from Part
XI, line 4: $ 1,545,031
a Applied to 2023, but not more than line 2a			1,509,004
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.....				36,027
e Remaining amount distributed out of corpus		0
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		0
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 ..........				1,687,996
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) ...
9 Excess distributions carryover to 2025. Subtract lines 7 and 8 from line 6a ......		0
10 Analysis of line 9:
a Excess from 2020....
b Excess from 2021....
c Excess from 2022....
d Excess from 2023....
e Excess from 2024....	0

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).)

Jay Flatley

Sarah Flatley

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)

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
CENTER FOR AMERICAN GREATNESS INC 3104 E CAMELBACK RD 907 PHOENIX,AZ85016	N/A	PC	General & Unrestricted	50,000
CLAREMONT-MCKENNA COLLEGE 400 N CLAREMONT BLVD CLAREMONT,CA91711	N/A	PC	Robert Day Sciences Center, Jay '74 and Sarah Flatley Classroom	200,000
CLAREMONT-MCKENNA COLLEGE 400 N CLAREMONT BLVD CLAREMONT,CA91711	N/A	PC	Class of 1974 Endowed Scholarship fund and the Class of 1974 Annual Speakers Program	2,500
GS DONOR ADVISED PHILANTHROPY FUND FOR WEALTH MANA 200 WEST ST 15TH FLOOR NEW YORK,NY10282	N/A	PC	General & Unrestricted	500,000
SALK INSTITUTE FOR BIOLOGICAL STUDIES 10010 N TORREY PINES RD LA JOLLA,CA92037	N/A	PC	Symphony at Salk	50,000
SALK INSTITUTE FOR BIOLOGICAL STUDIES 10010 N TORREY PINES RD LA JOLLA,CA92037	N/A	PC	to support neurology research and to the building fund	250,000
SCRIPPS HEALTH PO BOX 2669 LA JOLLA,CA92038	N/A	PC	toward Scripps cardiac and to general Scripps Health	50,000
STANFORD UNIVERSITY PO BOX 20466 STANFORD,CA94309	N/A	PC	General & Unrestricted	25,000
TEXAS CHRISTIAN UNIVERSITY TCU BOX 297011 FORT WORTH,TX76129	N/A	PC	to Athletic Performance Center and to School of Nursing	175,000
U C SAN DIEGO FOUNDATION 9500 GILMAN DR MC 0940 LA JOLLA,CA92093	N/A	PC	Moore's Cancer Center	100,000
U C SAN DIEGO FOUNDATION 9500 GILMAN DR MC 0940 LA JOLLA,CA92093	N/A	PC	Alzheimer's research	50,000
UNIVERSITY OF SOUTHERN CALIFORNIA 1150 SOUTH OLIVE ST 25TH FL LOS ANGELES,CA90015	N/A	PC	General & Unrestricted	25,000
Total ................................. 3a				1,477,500

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 ...........			14	16,783
4 Dividends and interest from securities ....			14	423,520
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	1,096,778
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory
11 Other revenue: aK-1 Inc/Loss	525990	512	14	46,630
bPFIC INCOME FROM VINTAGE VIII OFFSHORE			14	3,898
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		512		1,587,609

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

1,588,121

(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:

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

TY 2024 DepreciationSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

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

- TIN:

TY 2024 GeneralExplanationAttachment

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Identifier	Return Reference	Explanation
FORM 8865	FORM 8865	THE FOUNDATION HAS PREPARED THIS FORM TO THE BEST OF ITS ABILITY BASED ON THE LIMITED INFORMATION PROVIDED TO IT BY THE INVESTMENT ON WHICH THE FOUNDATION IS REPORTING AND ON THE BASIS OF HAVING RECEIVED NO INFORMATION TO THE CONTRARY. ANY MISSING OR INCOMPLETE INFORMATION IS DUE TO THE FOUNDATION'S INABILITY TO OBTAIN SUCH INFORMATION AND IS NOT A WILLFUL ATTEMPT TO WITHHOLD SUCH INFORMATION.
form 926	form 926	The Foundation has prepared this form to the best of its ability based on the limited information provided to it by the investment on which the Foundation is reporting and on the basis of having received no information to the contrary. Any missing or incomplete information is due to the Foundation's inability to obtain such information and is not a willful attempt to withhold such information.

- TIN:

TY 2024 InvestmentsCorpBondsSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Name of Bond	End of Year Book Value	End of Year Fair Market Value
3M CO SER F - 3.375% - 03/01/2	34,447	34,899
AIR LEASE CORP NOTE CALL - 3.2	35,609	34,900
BANK MONTREAL MEDIUM - 5.510%	15,821	15,235
BANK NEW YORK MELLON CORP - 4.	26,974	26,792
BANK NOVA SCOTIA B C - 4.400%	48,051	47,509
BANK OF AMERICA CORP - 0.000%	31,785	31,657
BAT CAPITAL CORP NOTE - 3.215%	39,000	38,014
BAXTER INTL INC - 2.272% - 12/	17,998	18,927
BK OF AMERICA CORP SER M - 3.9	15,621	15,517
BRISTOL-MYERS - 5.750% - 02/01	26,485	26,009
BROADCOM CORP/BROADCOM CAYMAN	26,957	24,611
BUNGE LTD FIN CORP NOTE CALL M	39,998	39,241
CAPITAL ONE FINL CORP - 4.927%	22,365	22,924
CAPITAL ONE FINL CORP NT - 1.8	21,371	22,675
CITIGROUP INC NOTE - 3.668% -	37,774	33,902
COMCAST CORP - 2.650% - 02/01/	20,961	21,496
COMCAST CORP NOTE - 3.550% - 0	21,969	23,039
COMERICA INC NOTE - 4.000% - 0	21,749	21,811
CONSTELLATION BRANDS, INC - 4.	22,950	19,779
CVS HEALTH CORP NOTE - 5.125%	11,991	11,749
DISNEY WALT CO - 2.000% - 09/0	10,352	10,674
DOMINION ENERGY INC SER B NOTE	31,262	27,466
FOX CORP SER B - 4.709% - 01/2	29,278	28,663
GENERAL MOTORS CO - 5.000% - 1	26,383	22,893
HORMEL FOODS CORP NOTE CALL -	13,647	13,592
INTEL CORP NOTE CALL MAKE WHOL	34,994	36,167
INTERCONTINENTAL EXCHANGE INC	34,229	36,307
JP MORGAN CHASE - 0.000% - 03/	550,000	651,420
JP MORGAN CHASE - 0.000% - 04/	659,999	707,125
JP MORGAN CHASE - 0.000% - 09/	549,999	667,535
JPMORGAN CHASE & CO - 2.005% -	49,000	48,717
KIMCO REALTY CORP NOTE CALL MA	45,795	42,022
LOWES COS INC - 1.300% - 04/15	35,023	37,538
MCKESSON CORP - 4.250% - 09/15	17,753	17,594
MORGAN STANLEY - 1.512% - 07/2	42,857	46,575
MPLX LP - 4.000% - 02/15/2025	38,867	36,954
NISOURCE - 0.950% - 08/15/2025	36,908	36,090
ORACLE CORP NOTE - 3.250% - 11	26,487	24,042
PIEDMONT NATURAL GAS - 3.500%	12,005	12,253
PNC FINL - 5.582% - 06/12/2029	13,546	13,226
PUBLIC STORAGE NOTE - 3.385% -	28,208	28,303
SMUCKER JM CO - 3.375% - 12/15	20,338	20,340
SUMITOMO MITSUI FIN GROUP INC	12,049	12,540
SUMITOMO MITSUI FINANCIAL GROU	10,970	11,646
TOTAL CAPITAL - 3.455% - 02/19	18,658	19,054
TOYOTA MOTOR CREDIT CORP - 4.5	32,219	31,621
TRANSCANADA PIPELINE - 4.250%	34,705	30,261
TRUIST FINL CORP SER H NOTE -	38,305	38,164
U S BANCORP - 3.000% - 07/30/2	24,318	24,744
UNITEDHEALTH GROUP INC - 2.000	41,772	43,109
WELLS FARGO - 3.550% - 09/29/2	46,101	45,636

- TIN:

TY 2024 InvestmentsCorpStockSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ADOBE SYSTEMS, INC	42,827	41,800
ADYEN N.V.	15,749	14,821
AERCAP HOLDING N.V	33,037	60,100
AIA GROUP LTD ADR	19,426	14,496
ALCOA INC	33,050	33,209
ALCON INC	13,440	17,827
ALFA LAVAL AB	11,102	17,069
ALLIANZ SE	32,998	43,855
ALPHABET INC CL A	67,256	171,695
ALPHABET INC CL C	34,131	93,125
AMAZON COM	55,860	145,894
AMBEV SA	17,082	10,469
ANALOG DEVICES INC	32,470	58,427
AON PLC CL A	56,189	75,424
APPLE INC	3,597,516	5,598,389
ASSA ABLOY UNSP/ADR	9,051	12,160
ATLAS COPCO AB A SHS ADR	10,323	18,035
AUTOZONE INC	53,821	134,484
BANCO BILBAO ARG SA	16,026	24,125
BAYER A G SPONSORED ADR	56,234	29,178
BECTON DICKINSON & CO	43,443	40,837
BHP BILLITON LIMITED	26,888	17,042
BLACKROCK STRAT INC OPP PORTFO	413,310	394,819
CANADIAN NATL RAILWAY CO	9,584	10,659
CAPITAL ONE FINANCIAL CORP	25,629	47,968
CARRIER GLOBAL	24,140	58,294
CHAMPLAIN SMALL COMPANY FUND I	453,399	498,440
CHARTER COMMUNICATIONS, INC	18,425	20,223
CHUGAI PHARMACEUTICAL CO., LTD	19,754	33,423
CME GROUP, INC	46,998	61,773
COLGATE-PALMOLIVE COMPANY	24,520	31,000
COLOPLAST AS ADR	11,346	9,785
COMCAST CORP	64,094	60,986
CONOCOPHILLIPS	102,888	95,501
COPART INC	20,515	22,497
CREDICORP LTD	10,659	13,932
DAIFUKU CO LTD UNSPONSRED ADS	9,002	9,457
DASSAULT SYS SA SPN ADR	30,806	29,205
DBS GROUP HLDGS SPON ADR	29,258	52,496
DFA U.S. SMALL CAP PORTFOLIO	440,642	582,972
DISCO CORPORATION	13,571	14,002
DISCOVER FINL SVCS COM	10,894	15,591
ELEVANCE HEALTH INC	35,702	30,250
ENN ENERGY HOLDINGS LIMITED	27,046	16,925
EPIROC AB	10,564	14,374
ESTEE LAUDER COMPANIES INC	18,153	18,745
FACTSET RESH SYST INC	26,999	43,225
FOMENTO ECONOMICO MEXICANO	22,885	25,305
GE VERNOVA	15,430	34,538
GENMAB A/S SPON	17,596	9,621
GOLDMAN SACHS HIGH YIELD FUND	493,768	505,253
GOLDMAN SACHS TACTICAL TILT OV	744,702	725,112
GRACO INC	30,907	49,984
GRUPO FIN ADR	11,514	9,470
HAIER SMART HOME ADR	14,954	16,842
HALEON PLC	27,874	32,121
HDFC BANK LTD ADR	34,059	35,825
HILTON WORLDWIDE HOLDINGS, INC	41,126	69,205
HUMANA INC	55,753	42,370
INFINEON TECH ADS	22,467	32,852
ISHARES S&P 500 INDEX FD	2,861,714	5,774,361
JOHCM EMERGING MARKETS OPPORTU	200,909	216,299
JOHCM INTERNATIONAL SELECT FUN	812,794	808,584
JOHNSON & JOHNSON	57,601	54,377
KOMATSU LTD	9,886	14,070
L'AIR LIQUIDE ADR OTC	7,816	12,126
L'OREAL ADR	26,246	26,404
LIBERTY BROADBAND CORPORATION	38,506	28,334
LINDE PLC COM	50,141	87,502
LONDON STK EXCHANGE GROUP	51,193	53,428
LOWES COMPANIES INC	41,372	76,261
MANULIFE FIN CORP	19,846	33,781
MASTERCARD INC	59,720	115,319
MERCADOLIBRE, INC	16,217	17,004
META PLATFORMS INC	18,754	93,682
METTLER-TOLEDO INTL	28,376	40,381
MICROSOFT CORP	120,026	246,578
MOODYS CORP	65,268	138,697
MSCI INC	27,989	57,601
NESTLE S.A	28,559	22,059
NIKE INC-CL B	36,073	30,419
NOVOZYMES A/S UNSP/ADR	7,902	8,877
ORACLE CORP	29,944	85,653
OTIS WORLDWIDE CORP	35,369	50,380
PEAR TREE FOREIGN VALUE FD INS	518,144	619,216
PEPSICO INC	53,779	62,193
PIMCO INCOME FUND	381,973	352,697
PING AN INSURANCE GROUP ADR	14,139	7,613
PROSUS NV ADR	48,245	57,097
PT TELEKOM. IND. TBK ADR	15,418	11,548
RIO TINTO PLC SPONSORED ADR	15,962	16,996
ROCHE HOLDING LTD ADR	27,484	27,102
SAFRAN SA - UNSPON ADR	17,828	31,774
SAP AKTIENGESELL ADS	52,550	97,007
SCHNEIDER ELEC UNSP/ADR	12,385	30,926
SHELL ADR EACH REPRESENTING 2	82,119	93,975
SHERWIN-WILLIAMS CO	37,425	73,425
SHIMANO INC UNSP ADR EACH REPR	8,225	6,703
SHIONOGI & CO LTD	15,171	11,317
SONOVA HOLDING AG AD	6,917	11,967
SONY GROUP CORP	24,569	29,941
SYMRISE AG UNSPONSORED	10,758	12,967
SYSMEX CORP UNSP ASDR	26,001	24,070
TAIWAN SEMICONDUCTOR MFG CO LT	44,699	102,892
TECHTRONIC INDS SPD ADR	12,702	11,351
TENCENT HOLDINGS LIMITED	23,101	23,186
TJX COMPANIES INC	38,920	79,735
UNICHARM CORP - SPN ADR	14,225	11,734
UNITEDHEALTH GROUP INC	107,830	163,899
VISA INC	28,295	39,189
WELLS FARGO & CO	22,270	35,893
WOODWARD INC	28,432	38,443
WORKDAY INC	67,007	74,571
ZTO EXPRESS CAYMAN INC	12,004	11,750

- TIN:

TY 2024 InvestmentsGovtObligationsSch

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

US Government Securities - End of Year Book Value:

1,345,438

US Government Securities - End of Year Fair Market Value:

1,304,993

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

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

- TIN:

TY 2024 InvestmentsOtherSchedule2

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Category/ Item	Book Value	End of Year Fair Market Value
GOLDMAN SACHS PRIVATE CREDIT C	1,750,000	1,997,205
GOLDMAN SACHS REAL ESTATE INCO	1,750,000	1,707,433
KING STREET GLOBAL DRAWDOWN II	605,511	687,263
MILLENNIUM LTD - 2109	1,000,000	1,844,807
MONARCH V SELECT OPPORTUNITIES	304,642	456,216
PRIVATE EQUITY MANAGERS 2024 O	5,000	1,982
SILVER POINT DOIP II ACCESS OF	191,775	232,380
TPG TECH ADJACENCIES ACCESS OF	357,505	852,954
VINTAGE IX B OFFSHORE SCSP	403,042	631,719
VINTAGE REAL ESTATE PARTNERS I	17,406	16,303
VINTAGE VIII OFFSHORE SCSP - 2	447,544	898,455
WEST STREET STRATGC SOLUTIONS	560,948	742,361

- TIN:

TY 2024 OtherExpensesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Administrative Fees	67,506		67,506
Bank Charges	1,588	1,588
K-1 Exp VINTAGE IX B OFFSHORE	22,854	22,854
K-1 Exp VINTAGE REAL ESTATE PA	3,175	585
State or Local Filing Fees	25		25

- TIN:

TY 2024 OtherIncomeSchedule2

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Description	Revenue And Expenses Per Books	Net Investment Income
K-1 Inc/Loss VINTAGE IX B OFFSHORE SCSP	46,561	46,561
K-1 Inc/Loss VINTAGE REAL ESTATE PARTNERS III (IN	581	69
PFIC INCOME FROM VINTAGE VIII OFFSHORE	3,898	3,898

- TIN:

TY 2024 OtherLiabilitiesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Description	Beginning of Year - Book Value	End of Year - Book Value
OUTSTANDING OPTIONS	18,509	32,978

- TIN:

TY 2024 OtherProfessionalFeesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	127,026	127,026

- TIN:

TY 2024 ReasonableCauseExplanation

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Explanation:

We respectfully request that Jay and Sarah Flatley Foundation's quarterly estimated taxes for taxable year ending December 31, 2024 be treated as timely and request that the $32 penalty indicated on Form 2220 be abated because the underpayment in Q4 was due to reasonable cause. Treasury Regulations Sec 301.6651-1(c)(1) defines reasonable by asking whether the taxpayer exercised ordinary business care and prudence. The Foundation exercised care and prudence in seeking a reputable firm knowledgeable about exempt organizations to calculate its quarterly estimates for tax period ending December 31, 2024. The firm was unable to reconcile the Foundation's accounts fully in order to calculate the necessary estimated tax payment for Q4 based on the annualization method. The underpayment was no fault of the foundation's and the firm is enhancing its procedures to improve its reconciliation process for future quarters. We believe that the underpayment was due to reasonable cause and in no way due to an intentional disregard for the rules, and respectfully request that no 2220 penalty be assessed.

- TIN:

TY 2024 TaxesSchedule

Name:

Jay and Sarah Flatley Foundation

EIN:

81-3855993

Category	Amount	Net Investment Income
990-PF Estimated Tax for 2024	8,900
990-PF Extension for 2023	5,100
Foreign Tax Paid	10,232	10,232