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.
Go to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2025
Open to Public Inspection
For calendar year 2025, or tax year beginning 01 - 01 2025, and ending 12 - 31, 20 25
Name of foundation
W L LYONS BROWN FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address) 325 W MAIN STREET SUITE 1110
  Room/suite
City or town
LOUISVILLE
State or province
KY
Country  
ZIP or foreign postal code
40202
A Employer identification number

61-0598511
B Telephone number (see instructions)

5025854649
C
G Check all that apply:

D 1. Foreign organizations, check here.............
2. Foreign organizations meeting the 85%
test, check here and attach computation ...
E
H Check type of organization:
F
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)$0J 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)  
2 Check .................
3 Interest on savings and temporary cash investments 295 295  
4 Dividends and interest from securities... 1,110,419 1,110,419  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10  
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 1,110,714 1,110,714  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 102,459 51,229   51,230
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment
List of Attached Documents:
// Content
59,051 0   59,051
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
3,500 1,750   1,750
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
24,091 12,046   12,045
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
62,569 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
7,845 0   7,845
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 259,515 65,025   131,921
25 Contributions, gifts, grants paid....... 34,141,952 34,141,952
26 Total expenses and disbursements. Add lines 24 and 25 ................ 34,401,467 65,025   34,273,873
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -33,290,753
b Net investment income (if negative, enter -0-) 1,045,689
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2025)
Form 990-PF (2025)
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............. 90,703    
2 Savings and temporary cash investments......... 36,325    
3 Accounts receivable  
Less: allowance for doubtful accounts        
4 Pledges receivable  
Less: allowance for doubtful accounts        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule)  
Less: allowance for doubtful accounts        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 164,506 0 0
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis  
Less: accumulated depreciation (attach schedule)        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis  
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) 291,534 0 0
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe )    
23 Total liabilities (add lines 17 through 22)......... 0 0
Net Assets or Fund Balances 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........ 944,803 944,803
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds -653,269 -944,803
29 Total net assets or fund balances (see instructions)..... 291,534 0
30 Total liabilities and net assets/fund balances (see instructions). 291,534 0
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
291,534
2
Enter amount from Part I, line 27a .....................
2
-33,290,753
3
Other increases not included in line 2 (itemize) Click to see attachment
List of Attached Documents:
// Content
3
32,999,219
4
Add lines 1, 2, and 3 ..........................
4
0
5
Decreases not included in line 2 (itemize)
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, line 29, column (b) ..
6
0
Form 990-PF (2025)
Form 990-PF (2025)
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.)
1a
b
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a
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
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2  
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 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 14,535
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 0
3 Add lines 1 and 2........................... 3 14,535
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 14,535
6 Credits/Payments:
a 2025 estimated tax payments and 2024 overpayment credited to 2025 6a 14,535
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 14,535
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed....... 9 0
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 2026 estimated tax0 Refunded 11 0
For Refunded amount, also complete and attach Form 8050. See instructions.
Form 990-PF (2025)
Form 990-PF (2025)
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. $ 0(2) On foundation managers.$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.$ 0
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
Yes
 
If "Yes," attach the statement required by General Instruction T. Click to see list of attachments
List of Attached Documents:
// Content
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)
KY
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 2025 or the taxable year beginning in 2025? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
9
 
No
10
Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
and addresses. ...............................
10
 
No
11
At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
11
 
No
12
Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
advisory privileges? If "Yes," attach statement. See instructions.................
12
 
No
13
Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
13
Yes
 
Website addressN/A
14
The books are in care ofSUSAN NICHOLSON Telephone no. (502) 585-4649

Located at325 W MAIN STREET 1110LOUISVILLEKY ZIP+440202
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........
and enter the amount of tax-exempt interest received or accrued during the year ........
15
 
16 At any time during calendar year 2025, 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
Form 990-PF (2025)
Form 990-PF (2025)
Page 5
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required
File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
Yes
No
1a
During the year did the foundation (either directly or indirectly):
(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
 
No
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
Yes
 
(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 ........
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 2025? .............
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 2025, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2025?....................
2a
 
No
If "Yes," list the years 20, 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.
20, 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 2025 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 Form 4720, Schedule C, to determine
if the foundation had excess business holdings in 2025.).....................
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 2025? ..
4b
 
No
Form 990-PF (2025)
Form 990-PF (2025)
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
Yes
 
c
Organizations relying on a current notice regarding disaster assistance check .........
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
SUSANNAH SCOTT-BARNES PRESIDENT/DIRECTOR
0.50 		0 0 0
325 W MAIN STREET SUITE 1110
LOUISVILLE,KY40202
LAINEY MUSSELMAN SEC/TREASURER/DIRECTOR
0.50 		0 0 0
325 W MAIN STREET SUITE 1110
LOUISVILLE,KY40202
OWSLEY BROWN III VICE PRESIDENT/DIRECTOR
0.25 		0 0 0
325 W MAIN STREET SUITE 1110
LOUISVILLE,KY40202
SUSAN V NICHOLSON FOUNDATION ADMINISTRATOR
8.00 		102,459 0 0
325 W MAIN STREET SUITE 1110
LOUISVILLE,KY40202
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position 		(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation 		(e) Expense account,
other allowances
NONE
Total number of other employees paid over $50,000................... 0
Form 990-PF (2025)
Form 990-PF (2025)
Page 7
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)
3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
NONE
Total number of others receiving over $50,000 for professional services.............right arrow0
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.........................0
Form 990-PF (2025)
Form 990-PF (2025)
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
28,702,294
b
Average of monthly cash balances.......................
1b
324,648
c
Fair market value of all other assets (see instructions)................
1c
0
d
Total (add lines 1a, 1b, and 1c).......................
1d
29,026,942
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
0
3
Subtract line 2 from line 1d.........................
3
29,026,942
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
435,404
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
28,591,538
6
Minimum investment return. Enter 5% (0.05) of line 5 ................
6
1,429,577
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
1,429,577
2a
Tax on investment income for 2025 from Part V, line 5 .......
2a
14,535
b
Income tax for 2025. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
14,535
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
1,415,042
4
Recoveries of amounts treated as qualifying distributions................
4
0
5
Add lines 3 and 4............................
5
1,415,042
6
Deduction from distributable amount (see instructions) .................
6
0
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
1,415,042
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, line 26, column (d) ..........
1a
34,273,873
b
Program-related investments—total from Part VIII-B..................
1b
0
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
 
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
 
b
Cash distribution test (attach the required schedule) .................
3b
 
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
34,273,873
Form 990-PF (2025)
Form 990-PF (2025)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2024 		(c)
2024 		(d)
2025
1 Distributable amount for 2025 from Part X, line 7 1,415,042
2 Undistributed income, if any, as of the end of 2025:
a Enter amount for 2024 only....... 2,914,064
b Total for prior years:20 , 20, 20 0
3 Excess distributions carryover, if any, to 2025:
a From 2020......  
b From 2021......  
c From 2022......  
d From 2023......  
e From 2024......  
f Total of lines 3a through e ........ 0
4Qualifying distributions for 2025 from Part
XI, line 4: $ 34,273,873
a Applied to 2024, but not more than line 2a 2,914,064
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 2025 distributable amount..... 1,415,042
e Remaining amount distributed out of corpus 29,944,767
5 Excess distributions carryover applied to 2025. 0 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 29,944,767
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...... 		0
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		0
e Undistributed income for 2024. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		0
f Undistributed income for 2025. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2026 .......... 		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 2020 not
applied on line 5 or line 7 (see instructions) ... 		0
9 Excess distributions carryover to 2026.
Subtract lines 7 and 8 from line 6a ...... 		29,944,767
10 Analysis of line 9:
a Excess from 2021 ....  
b Excess from 2022 ....  
c Excess from 2023 ....  
d Excess from 2024 ....  
e Excess from 2025 .... 29,944,767
Form 990-PF (2025)
Form 990-PF (2025)
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 2025, enter the date of the ruling ......
 
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) 2025 (b) 2024 (c) 2023 (d) 2022
         
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, 3b, or 3c for the
alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......          
(2) Value of assets qualifying
under section 4942(j)(3)(B)(i)		          
b “Endowment" alternative test— enter 2/3
of minimum investment return shown in
Part IX, line 6 for each year listed .. 		         
c “Support" alternative test—enter:
(1) Total support other than gross
investment income (interest,
dividends, rents, payments
on securities loans (section
512(a)(5)), or royalties) .... 		         
(2) Support from general public
and 5 or more exempt
organizations as provided in
section 4942(j)(3)(B)(iii).... 		         
(3) Largest amount of support
from an exempt organization		          
(4) Gross investment income          
Part XIV
Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)
1Information Regarding Foundation Managers:
aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
Check here 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, 2b, 2c, and 2d. 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 (2025)
Form 990-PF (2025)
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

AMERICAN FARMLAND TRUST

2000 PENNSYLVANIA AVE NW SUITE 5005
WASHINGTON,DC20036 		N/A   OPERATIONAL SUPPORT 5,000

BERRY CENTER

PO BOX 582
NEW CASTLE,KY40050 		N/A   OPERATIONAL SUPPORT 50,000

BILLFISH FOUNDATION

PO BOX 8787
FT LAUDERDALE,FL33310 		N/A   OPERATIONAL SUPPORT 100,000

DUCKS UNLIMITED INC

ONE WATERFOWL WAY
MEMPHIS,TN38120 		N/A   PROGRAM SUPPORT 6,000

EPISCOPAL HIGH SCHOOL

1200 NORTH QUAKE LANE
ALEXANDRIA,VA22302 		N/A   OPERATIONAL SUPPORT 12,500

FOOD LITERACY PROJECT

9001 LIMEHOUSE LANE
LOUISVILLE,KY40220 		N/A   CAPITAL SUPPORT 125,000

NORTON HEALTHCARE FOUNDATION

4965 US HIGHWAY 42 SUITE 1000
LOUISVILLE,KY40222 		N/A   PROGRAM SUPPORT 5,000

SALISBURY SCHOOL

251 CANAAN ROAD
SALISBURY,CT06068 		N/A   OPERATIONAL SUPPORT 10,000

SECOND STRIDE INC

PO BOX 143
PROSPECT,KY40059 		N/A   OPERATIONAL SUPPORT 2,000

SHERIDAN COMMUNITY LAND TRUST

PO BOX 7185
SHERIDAN,WY82801 		N/A   OPERATIONAL SUPPORT 5,000

UNC CHAPEL HILL

PO BOX 309
CHAPEL HILL,NC27514 		N/A   PROGRAM SUPPORT 10,000

BREVARD MUSIC CENTER

349 ANDANTE LANE
BREVARD,NC28712 		N/A   PROGRAM SUPPORT 12,000

HIS CHURCH ANGLICAN

34500 SIX MILE ROAD
LIVONIA,MI48152 		N/A   OPERATIONAL SUPPORT 5,000

TREES LOUIVILLE

PO BOX 5816
LOUISVILLE,KY40255 		N/A   PROGRAM SUPPORT 10,000

UNIVERSITY OF COLORADO FOUNDATION

PO BOX 17126
DENVER,CO80217 		N/A   PROGRAM SUPPORT 10,000

BROOKE BROWN BARZUN PHILANTHROPIC FOUNDATION INC

427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		N/A   LIQUIDATING DISTRIBUTION 3,759,149

LIMESTONE FAMILY FOUNDATION INC

5900 US HIGHWAY 42
LOUISVILLE,KY40241 		N/A   LIQUIDATING DISTRIBUTION 5,527,278

MSB COCKAYNE FUND INC

PO BOX 150647
NASHVILLE,TN37215 		N/A   LIQUIDATING DISTRIBUTION 11,380,633

OWSLEY BROWN III PHILANTHROPIC FOUNDATION INC

427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		N/A   LIQUIDATING DISTRIBUTION 3,769,149

SKYLIGHT WOODS FOUNDATION INC

5900 US HIGHWAY 42
LOUISVILLE,KY40241 		N/A   LIQUIDATING DISTRIBUTION 5,653,382

SOCIABLE WEAVER FOUNDATION

427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		N/A   LIQUIDATING DISTRIBUTION 3,684,861
Total ................................. 3a 34,141,952
bApproved for future payment
Total ................................. 3b 0
Form 990-PF (2025)
Form 990-PF (2025)
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 ........... 		    14 295  
4 Dividends and interest from securities ....     14 1,110,419  
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 ............ 		         
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue:
a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 1,110,714 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
1,110,714
(See worksheet in line 13 instructions to verify calculations.)
Part XV-B
Relationship of Activities to the Accomplishment of Exempt Purposes
Line No.
DownArrow 		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
instructions.)
Form 990-PF (2025)
Form 990-PF (2025)
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.
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only 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 (2025)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description

TY 2025 AccountingFeesSchedule
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
TAX PREPARATION 3,500 1,750   1,750

TY 2025 DissolutionStmt
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Dissolution Name Dissolution Address Explanation Dissolution Amount
BROOKE BROWN BARZUN PHILANTHROPIC FOUNDATION INC 427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		BROWN FORMAN CLASS A STOCK SHARES -17,177 SHARES WITH COST BASIS OF $6,477 AND MARKET VALUE OF $462,233; BROWN FORMAN CLASS B STOCK SHARES - 119,004 SHARES WITH COST BASIS OF $11,802 AND MARKET VALUE OF $3,222,628; CASH - $74,288. 3,759,149
LIMESTONE FAMILY FOUNDATION INC 5900 US HIGHWAY 42
LOUISVILLE,KY40241 		BROWN FORMAN CLASS A STOCK SHARES -25,765 SHARES WITH COST BASIS OF $9,715 AND MARKET VALUE OF $693,336; BROWN FORMAN CLASS B STOCK SHARES - 178,506 SHARES WITH COST BASIS OF $17,703 AND MARKET VALUE OF $4,833,942. 5,527,278
MSB COCKAYNE FUND INC PO BOX 150647
NASHVILLE,TN37215 		BROWN FORMAN CLASS A STOCK SHARES -51,529 SHARES WITH COST BASIS OF $19,430 AND MARKET VALUE OF $1,386,645; BROWN FORMAN CLASS B STOCK SHARES - 357,013 SHARES WITH COST BASIS OF $35,405 AND MARKET VALUE OF $9,667,912; CASH - $326,076. 11,380,633
OWSLEY BROWN III PHILANTHROPIC FOUNDATION INC 427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		BROWN FORMAN CLASS A STOCK SHARES -17,177 SHARES WITH COST BASIS OF $6,477 AND MARKET VALUE OF $462,233; BROWN FORMAN CLASS B STOCK SHARES - 119,004 SHARES WITH COST BASIS OF $11,802 AND MARKET VALUE OF $3,222,628; CASH - $84,288. 3,769,149
SKYLIGHT WOODS FOUNDATION INC 5900 US HIGHWAY 42
LOUISVILLE,KY40241 		BROWN FORMAN CLASS A STOCK SHARES -25,765 SHARES WITH COST BASIS OF $9,715 AND MARKET VALUE OF $693,336; BROWN FORMAN CLASS B STOCK SHARES - 178,507 SHARES WITH COST BASIS OF $17,703 AND MARKET VALUE OF $4,833,970; CASH - $126,076. 5,653,382
SOCIABLE WEAVER FOUNDATION 427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		BROWN FORMAN CLASS A STOCK SHARES -17,176 SHARES WITH COST BASIS OF $6,476 AND MARKET VALUE OF $462,206; BROWN FORMAN CLASS B STOCK SHARES - 119,005 SHARES WITH COST BASIS OF $11,802 AND MARKET VALUE OF $3,222,655. 3,684,861


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TY 2025 ExpenditureResponsibilityStmt
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
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
BROOKE BROWN BARZUN PHILANTHROPIC FOUNDATION
  		427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		2025-12-31 3,759,149 DISTRIBUTION OF ASSETS TO BROOKE BROWN BARZUN PHILANTHROPIC FOUNDATION, A PRIVATE FOUNDATION, IN CONNECTION WITH THE W. L. LYONS BROWN FOUNDATION'S PLAN OF DISSOLUTION. THE ASSETS ARE TRANSFERRED SOLELY TO BE USED BY BROOKE BROWN BARZUN PHILANTHROPIC FOUNDATION FOR CHARITABLE PURPOSES CONSISTENT WITH THE W. L. LYONS BROWN FOUNDATION'S EXEMPT PURPOSES AND DISSOLUTION PLAN. 313,785 TO THE KNOWLEDGE OF THE TRANSFEROR, NO FUNDS HAVE BEEN DIVERTED. 12/31/2025 2025-12-31  
SOCIABLE WEAVER FOUNDATION
  		427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		2025-12-31 3,684,861 DISTRIBUTION OF ASSETS TO SOCIABLE WEAVER FOUNDATION, A PRIVATE FOUNDATION, IN CONNECTION WITH THE W. L. LYONS BROWN FOUNDATION'S PLAN OF DISSOLUTION. THE ASSETS ARE TRANSFERRED SOLELY TO BE USED BY SOCIABLE WEAVER FOUNDATION FOR CHARITABLE PURPOSES CONSISTENT WITH THE W. L. LYONS BROWN FOUNDATION'S EXEMPT PURPOSES AND DISSOLUTION PLAN. 166,285 TO THE KNOWLEDGE OF THE TRANSFEROR, NO FUNDS HAVE BEEN DIVERTED. 12/31/2025 2025-12-31  
OWSLEY BROWN III PHILANTHROPIC FOUNDATION
  		427 W MUHAMMAD ALI BLVD STE 801
LOUISVILLE,KY40202 		2025-12-31 3,769,149 DISTRIBUTION OF ASSETS TO OWSLEY BROWN III PHILANTRHOPIC FOUNDATION, INC., A PRIVATE FOUNDATION, IN CONNECTION WITH THE W. L. LYONS BROWN FOUNDATION'S PLAN OF DISSOLUTION. THE ASSETS ARE TRANSFERRED SOLELY TO BE USED BY OWSLEY BROWN III PHILANTRHOPIC FOUNDATION, INC. FOR CHARITABLE PURPOSES CONSISTENT WITH THE W. L. LYONS BROWN FOUNDATION'S EXEMPT PURPOSES AND DISSOLUTION PLAN. 323,785 TO THE KNOWLEDGE OF THE TRANSFEROR, NO FUNDS HAVE BEEN DIVERTED. 12/31/2025 2025-12-31  
LIMESTONE FAMILY FOUNDATION
  		5900 US HIGHWAY 42
LOUISVILLE,KY40241 		2025-12-31 5,527,278 DISTRIBUTION OF ASSETS TO LIMESTONE FAMILY FOUNDATION, A PRIVATE FOUNDATION, IN CONNECTION WITH THE W. L. LYONS BROWN FOUNDATION'S PLAN OF DISSOLUTION. THE ASSETS ARE TRANSFERRED SOLELY TO BE USED BY LIMESTONE FAMILY FOUNDATION FOR CHARITABLE PURPOSES CONSISTENT WITH THE W. L. LYONS BROWN FOUNDATION'S EXEMPT PURPOSES AND DISSOLUTION PLAN. 285,678 TO THE KNOWLEDGE OF THE TRANSFEROR, NO FUNDS HAVE BEEN DIVERTED. 12/31/2025 2025-12-31  
SKYLIGHT WOODS FOUNDATION
  		5900 US HIGHWAY 42
LOUISVILLE,KY40241 		2025-12-31 5,653,382 DISTRIBUTION OF ASSETS TO SKYLIGHT WOODS FOUNDATION, A PRIVATE FOUNDATION, IN CONNECTION WITH THE W. L. LYONS BROWN FOUNDATION'S PLAN OF DISSOLUTION. THE ASSETS ARE TRANSFERRED SOLELY TO BE USED BY SKYLIGHT WOODS FOUNDATION FOR CHARITABLE PURPOSES CONSISTENT WITH THE W. L. LYONS BROWN FOUNDATION'S EXEMPT PURPOSES AND DISSOLUTION PLAN. 485,678 TO THE KNOWLEDGE OF THE TRANSFEROR, NO FUNDS HAVE BEEN DIVERTED. 12/31/2025 2025-12-31  
MSB COCKAYNE FOUNDATION
  		PO BOX 150347
NASHVILLE,TN37215 		2025-12-31 11,380,633 DISTRIBUTION OF ASSETS TO MSB COCKAYNE FOUNDATION, A PRIVATE FOUNDATION, IN CONNECTION WITH THE W. L. LYONS BROWN FOUNDATION'S PLAN OF DISSOLUTION. THE ASSETS ARE TRANSFERRED SOLELY TO BE USED BY MSB COCKAYNE FOUNDATION FOR CHARITABLE PURPOSES CONSISTENT WITH THE W. L. LYONS BROWN FOUNDATION'S EXEMPT PURPOSES AND DISSOLUTION PLAN. 971,356 TO THE KNOWLEDGE OF THE TRANSFEROR, NO FUNDS HAVE BEEN DIVERTED. 12/31/2025 2025-12-31  

TY 2025 LiquidationExplanationStmt
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Statement:
THE W. L. LYONS BROWN FOUNDATION ADOPTED A DISSOLUTION RESOLUTION ON SEPTEMBER 23, 2025 TO DISSOLVE EFFECTIVE DECEMBER 31, 2025. IN ACCORDANCE WITH THE ARTICLES OF DISSOLUTION, ALL ASSETS WERE DISTRIBUTED TO SIX PRIVATE FOUNDATIONS (TRANSFEREES) - MSB COCKAYNE FUND, INC. (EIN 45-2806883), LIMESTONE FAMILY FOUNDATION, INC. (EIN 33-2659738), SKYLIGHT WOODS FOUNDATION, INC. (EIN 33-2909001), OWSLEY BROWN III PHILANTHROPIC FOUNDATION, INC. (EIN 22-4432014), BROOKE BROWN BARZUN PHILANTHROPIC FOUNDATION, INC. (EIN 27-4432411), AND SOCIAL WEAVER FOUNDATION (EIN 27-44322200) IN ACCORDANCE WITH RESPECTIVE DISTRIBUTION AGREEMENTS. ADDITIONALLY, EACH TRANSFEREE WILL REDISTRIBUTE CERTAIN AMOUNTS RECEIVED EQUAL TO THE AMOUNT TREATED AS QUALIFYING DISTRIBUTIONS BY W. L. LYONS BROWN FOUNDATION ON ITS FINAL 2025 FORM 990PF.


TY 2025 LegalFeesSchedule
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
LEGAL FEES 59,051 0   59,051


TY 2025 OtherExpensesSchedule
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FILING FEES 20 0   20
BANK FEES 4,947 0   4,947
OFFICE 1,745 0   1,745
SOFTWARE 1,133 0   1,133


TY 2025 OtherIncreasesSchedule
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Description Amount
BOOK TO MARKET VALUE ADJUSTMENT ON DISTRIBUTED SECURITIES 32,999,219


TY 2025 OtherProfessionalFeesSchedule
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
FOUNDATION ADMINISTRATION 24,091 12,046   12,045


TY 2025 TaxesSchedule
Name:
W L LYONS BROWN FOUNDATION
EIN:
61-0598511
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ESTIMATED TAX PAYMENTS 14,535 0   0
PRIOR YEAR TAX PAYMENTS 48,034 0   0