VOIDPaper only: marks a form on a sheet that should be ignored. It is not a correction; a filed return is undone with a corrected return.How corrections workCORRECTEDChecked on a return that replaces one already filed. Which fields to repeat, and whether two returns are needed, depends on the error.Type 1 vs Type 2 correctionsCorporation's nameWhat goes hereGenerally the reporting corporation's name, address, telephone number and EIN. Only a domestic corporation required to file Form 8806 for an acquisition of control or substantial change in capital structure files Form 1099-CAP.Watch forA broker holding the shares for a customer reports the customer on Form 1099-B instead. Statements are due to shareholders by January 31.Check the filer blockBox 1: Date of sale or exchangeWhat goes hereThe trade date of the sale or exchange, whether the cash, stock or other property was actually or constructively received.Click to open the row in the box tableBox 2: Aggregate amount receivedWhat goes hereThe total of the cash plus the fair market value of any stock and other property the shareholder received for the shares exchanged.ThresholdMore than $1,000. A shareholder whose cash plus the value of stock and other property is $1,000 or less is an exempt recipient.Watch forIf you can reasonably determine that receiving the stock will not make the shareholder recognize gain, you need not report its value. The shareholder cannot claim a loss based on this amount.Click to open the row in the box tableCalendar yearThe year the payment was made, not the year you file. The 2026 forms cover payments in 2026 and are filed in 2027.The 2027 calendarCorporation's TINThe EIN the returns are filed under; it must match the filer name on the first line. A sole proprietor may use an SSN, with the owner's name first.Check the filer blockShareholder's TINSSN, ITIN or EIN from the W-9, nine digits. Truncation (XXX-XX-1234) is allowed on the payee copy only, never on Copy A. A wrong or missing TIN is the usual CP2100 line.Match it before you fileBox 3: Number of shares exchangedWhat goes hereThe number of shares of the reporting corporation that the shareholder exchanged for cash or other property.Click to open the row in the box tableBox 4: Classes of stock exchangedWhat goes hereThe class or classes of stock of the reporting corporation that were exchanged, such as preferred or common.Watch forAbbreviate to fit: "C" for common, "P" for preferred, "O" for other. Abbreviate any subclasses too.Click to open the row in the box tableShareholder's nameWhat goes hereEach shareholder who received cash, stock or other property in the transaction and is not an exempt recipient.Watch forA clearing organization such as DTC is not exempt: furnish its copy by January 5 of the next year unless you made the consent election on Form 8806. Corporations other than S corporations, IRAs and tax-exempt organizations are among the exempt recipients.Which name goes firstShareholder's street addressWhere the recipient copy is mailed. From the W-9 line 5; the IRS does not match it, but an undeliverable copy is a furnishing failure.Shareholder's city or townCity of the mailing address, from the W-9 line 6.Account numberWhat goes hereYour account number for the shareholder.Required whenYou have multiple accounts for a recipient for whom you file more than one Form 1099-CAP. The IRS encourages an account number on every Form 1099-CAP.Hover over a box for what goes in it; click to open its row in the table below. On a touch screen, tap the box to jump to the row.
Who must file Form 1099-CAP
A domestic corporation that must file Form 8806, Information Return for Acquisition of Control or Substantial Change in Capital Structure, must also file Form 1099-CAP for each shareholder of record who receives cash, stock or other property in the transaction, unless the shareholder is exempt. Form 8806 is required when the transaction is an acquisition of control (more than 50% of vote or value) or a substantial change in capital structure and the fair market value of the stock acquired or exchanged is $100 million or more. If the transferor corporation fails to file, the transferee that acquired control may be required to.
The corporation may elect on Form 8806 to have the IRS publish the transaction, in which case it need not file 1099-CAP for shares held by a clearing organization; brokers that hold shares in street name then report to their customers on Form 1099-B.
Threshold: Over $1,000, per shareholder, in cash, stock or other property; the corporation files only if the aggregate value of stock acquired or exchanged is $100 million or more and it is required to file Form 8806.
What is reported, box by box
| Box | What it reports | Notes |
|---|---|---|
| 1 | Date of sale or exchange | The trade date of the sale or exchange. Only a domestic corporation that must file Form 8806 for an acquisition of control or substantial change in capital structure files this form; a broker holding the shares reports its customers on 1099-B. |
| 2 | Aggregate amount received | More than $1,000 per shareholder; at $1,000 or less the shareholder is exempt. Cash plus the fair market value of stock and other property received for the shares exchanged. You may leave out the value of stock you reasonably determine will not cause the shareholder to recognize gain. |
| 3 | Number of shares exchanged | The number of shares of the reporting corporation that the shareholder exchanged for cash or other property. |
| 4 | Classes of stock exchanged | The class or classes of stock exchanged, abbreviated to fit: C for common, P for preferred, O for other. Abbreviate subclasses too. |
Box titles follow the current revision of the form. The IRS reads the payer and recipient name, TIN, address, account number and the money boxes; the state boxes are for the state copy only.
Payments that are not reported on Form 1099-CAP
- Shareholders who received $1,000 or less, and exempt recipients: corporations (other than S corporations), tax-exempt organizations, IRAs, governments, brokers, dealers, clearing organizations, foreign central banks and certain others listed in the instructions.
- Transactions within an affiliated group, and transactions where the stock is valued at less than $100 million.
- Shares held by a clearing organization when the corporation elected publication on Form 8806.
Due dates and extensions
| Copy | Due | For 2026 returns |
|---|---|---|
| To the IRS, paper | February 28 | Monday, March 1, 2027 (February 28 is a Sunday) |
| To the IRS, electronic | March 31 | Wednesday, March 31, 2027 |
| To the recipient | January 31 | Monday, February 1, 2027 (January 31 is a Sunday) |
An automatic 30-day extension is available on Form 8809, filed by the due date on paper or through IRIS; a second 30 days requires a hardship showing. Recipient statements can be extended 30 days on Form 15397, online or by fax only. 10 or more information returns of any type in aggregate must be e-filed (T.D. 9972); IRIS is the only IRS intake system from filing season 2027, FIRE having been retired. A payer who e-files the originals must e-file the corrections.
For 2026 forms filed in 2027: January 31 falls on a Sunday, so that deadline moves to Monday, February 1, 2027; February 28 also falls on a Sunday, so the paper deadline moves to Monday, March 1, 2027. March 31 (electronic) and March 15 are weekdays. February 28 does not become February 29 in a leap year. The compliance calendar has every date with the weekend shifts applied.
Withholding and TIN matching
Amounts on a 1099-CAP are exchanges of stock, not reportable payments, so backup withholding and the IRS TIN Matching program do not apply. The penalty regime is unusual: failures to file Form 8806 and the related 1099-CAPs are penalized under IRC 6652(l)IRC 6652Internal Revenue Code, Cornell LII at up to $500 per day, up to $100,000, in addition to the ordinary information-return penalties for incorrect shareholder returns. The shareholder TINs come from the transfer agent's records; a check against IRS records before the returns go out is the only defense against a decades-old registration under a maiden name.
Name and TIN errors on this form
Every information return is matched by the IRS on the first four characters of the payee's name (the name control) against the TIN. A mismatch produces a CP2100 line the following autumn and, unless the solicitation record is in order, a 972CG penalty the year after: $340 per return for 2026 forms filed in 2027 that are late or wrong, $690 for intentional disregard, with annual maximums of $4,191,500 ($1,397,000 for small filers) under Rev. Proc. 2025-32. The errors that recur on Form 1099-CAP:
- Registered holders versus beneficial owners. The corporation reports to shareholders of record; brokers report to their customers on 1099-B. The transfer agent's registration, not the brokerage account, decides the name and TIN on a 1099-CAP.
- Joint registrations and estates. Certificated shares registered "John and Mary Smith JTWROS" report under the first-named holder; shares still registered to a decedent should be re-registered to the estate before the transaction closes.
- Copies to the clearing organization are due January 5, earlier than every other information return.
The name control calculator shows what the IRS will derive from a name line, and the CP2100 guide covers what to do when the notice arrives.
Recipient statements and substitutes
The recipient statement for Form 1099-CAP need not be a copy of the official form: a substitute may be combined with other account statements or reports, provided every required item is numbered and titled as on the official form, the tax year, form number and form name appear together, the recipient instructions are included, and, for the forms Pub 1099 lists, a telephone number with direct access to someone who can answer questions is shown. Publication 1179 (Rev. Proc. 2026-18) has the specifications; logos, slogans and advertising are not permitted on the statement itself. Statements may be furnished electronically only to a recipient who has affirmatively consented in a way that shows they can access the format, after the disclosures in Pub 1099 part M, and must stay posted through October 15. Copy B may show a truncated TIN (xxx-xx-1234); the IRS copy never may. The consent rules for furnishing statements electronically are under review: Notice 2026-4 asked for comments (due May 23, 2026) on whether the broker rules, and then the rules for every other payee statement, should change.
Corrections and state copies
A wrong amount, code or checkbox is a Type 1 correction: one corrected return with the CORRECTED box checked. The wrong form type is a Type 2 correction: a zeroed-out copy of the original plus a new original, in that order. A wrong or missing payee TIN or name is also Type 2 on paper, but IRIS corrects it in one step on the original record (Publication 5717). Publication 1099 also says you are not required to file a correction for a missing or incorrect TIN if you meet the reasonable-cause standard, only to use the right TIN on the next return, although the IRS encourages the correction. Details and the paper error charts are on the 1099 corrections page.
Form 1099-CAP is not in the Combined Federal/State Filing program, so any state that requires it must receive it directly. Requirements by state are on the state pages.
Questions people ask about Form 1099-CAP
Is a 1099-CAP filed for every merger?
No. Only when Form 8806 is required, meaning an acquisition of control or substantial change in capital structure with $100 million or more of stock involved, and only for shareholders receiving more than $1,000.
We are the acquirer.
The target corporation files, unless it fails to; then the acquiring corporation that obtained control must file.
What is the January 5 date?
Copies of 1099-CAP for shares held by a clearing organization are due to the clearing organization by January 5, so it can report to its own participants.
Other federal forms
1042-S · 1097-BTC · 1098 · 1098-C · 1098-E · 1098-F · 1098-Q · 1098-T · 1098-VLI · 1099-A · 1099-B · 1099-C · 1099-DIV · 1099-G · 1099-INT · 1099-K · 1099-LPS · 1099-LS · 1099-LTC · 1099-MISC · 1099-NEC · 1099-OID · 1099-PATR · 1099-Q · 1099-QA · 1099-R · 1099-S · 1099-SA · 1099-SB · 3921 · 3922 · 5498 · 5498-ESA · 5498-QA · 5498-SA · 5498-TA · W-2G · 1099-DA · Comparison table
Sources: IRS Publication 1099 (2026), General Instructions for Certain Information Returns, which replaced the separate General Instructions starting with tax year 2026; Instructions for Form 1099-CAP (Rev. April 2025); Pub 1099 (2026); IRC 6043(c)IRC 6043Internal Revenue Code, Cornell LII, 6652(l); Regulations 1.6043-4. Threshold amounts are indexed for inflation from calendar year 2027; check IRS.gov/InflationAdjustment for the current year.