Bill Gates became the sole trustee of an $89bn endowment, and the document that did it is filed with the foundation's tax return

The Gates Foundation filed its Form 990-PF for calendar year 2024 on extension to 17 November 2025, and the return runs to 1,701 pages. Bound into it, as a filed attachment, is the Amendment to the Third Amended and Restated Declaration of Trust for the Bill and Melinda Gates Foundation, executed by William H. Gates III and Melinda French Gates. It amends a declaration of trust dated 25 January 2022 and takes effect on 1 October 2024. Melinda French Gates acknowledged it before a New York notary on 26 September 2024, and Bill Gates before a Washington notary in the same month.

Recital 2 of the amendment, as filed with the return, sets out what it does.

"Bill and Melinda wish to amend the Declaration of Trust to remove the powers (personal and fiduciary) of Melinda French Gates, who by signing below, resigns from any and all Trustee and other positions, including any positions on any Boards or Committees, and disclaims all personal powers, held with the Foundation and any subsidiaries, companies, trusts, or other entities controlled by the Foundation."

What the instrument now says

Article IX(a) of the amendment states the position in twelve words: "The sole Trustee is Bill, who may serve for an indefinite term." Under Article VII, the power to amend the instrument during his lifetime rests with him alone. That power is personal to him, exists "regardless of whether or not such individual is then serving as a Trustee", and cannot be exercised on his behalf by a guardian, a conservator or an attorney in fact. After his death the instrument may be amended only on the order of the King County Superior Court, and only after proceedings in which the Attorney General of Washington was given notice.

The same document fixes an end date. Article VIII(a) says plainly: "It is not the Trustor's intent that the Foundation continue forever." The foundation is to be wound up and dissolved by 31 December of the twentieth calendar year following the year of the trustor's death, or within a reasonable period after that, and within a year of his death the trustees must combine the foundation with the trust. If Bill Gates is not serving, the foundation must have three to five trustees, and if it has fewer than three for 60 days, trustees are appointed by a majority of the children of the marriage of Bill and Melinda.

The audited statements for the year to 31 December 2025 say the same thing in one line. "The Foundation's Trustee is Bill Gates." The board, the note continues, is made up of its trustee, the chief executive and five independent members. KPMG addresses both audit opinions to the trustee, singular. The foundation and the trust share that trustee, and neither entity controls the other.

One endowment, counted once

Two separate returns were filed for calendar year 2024, and they must not be added together. The Gates Foundation reported total assets of $78,673,465,696 at the end of 2024, against total liabilities of $5,958,523,019 and net assets of $72,714,942,677. But $77,237,719,688 of those assets is a single balance-sheet line, described in the return's own attachment as an interest in the net assets of the Gates Foundation Trust and carried at fair market value. The trust reports the same money. Its own return puts the fair market value of all its assets at $77,564,446,975 at the end of 2024.

The audited statements confirm the two documents are describing one pot. The trust's net assets without donor restrictions stood at $77,237,720 thousand at the end of 2024, matching the foundation's beneficial-interest line to the dollar, and at $89,249,227 thousand at the end of 2025. Its investments went from $77,137,072 thousand to $89,346,091 thousand over the same year. Counted once, the endowment is about $77bn at the end of 2024 and about $89bn a year later.

In 2024 the trust made one grant: $8,096,000,000 to the Gates Foundation in Seattle, for the stated purpose of funding the charitable purposes of the foundation, with a second line of minus $1,026,877,993 treated as a distribution of corpus, giving a stated total of $7,069,122,007. Nothing was approved for future payment. The foundation itself paid out $6,311,161,824 in grants during 2024 and had $3,017,621,892 approved for future payment. Its largest single grant line was $350,500,000 to Gavi Alliance for vaccine delivery, followed by $283,358,799 to the Global Fund to Fight AIDS, Tuberculosis and Malaria, $276,581,817 to the Gates Medical Research Institute and $120,500,000 to the Rotary Foundation of Rotary International for polio.

Nobody at the top is paid

The return records William H. Gates III as trustee at 25 hours a week, with compensation of $0, employee benefit plan contributions of $0 and an expense account of $0. Melinda French Gates, listed as trustee to 1 October 2024, is recorded at 8 hours a week and the same three zeros. At the trust he is listed as trustee and chief executive at 5 hours a week, again for nothing, and every officer listed there is paid nothing by the trust. The five independent board members are each recorded at 2 hours a week and $0.

The paid officers are the executives. Mark Suzman, chief executive and board member, took $1,833,079 in compensation plus $578,254 in benefit-plan contributions. Trevor Mundel, president for global health, took $1,329,113 plus $137,335, and Christopher Elias, president for global development, $1,060,838 plus $166,344.

A difference between two numbers

Note 3 of the 2025 audited statements records that related parties, defined there as the trustee and the trust, contributed $8,792,796 thousand to the foundation in 2025 and $8,096,000 thousand in 2024. The trust's own statements put its 2025 grant to the foundation at $5,287,000 thousand. The difference between those two reported figures is $3,505,796 thousand, roughly $3.5bn. That subtraction is arithmetic performed here, not a figure either document states, and no filing describes the residue as a personal gift. On the documents' own definition of a related party it came from the trustee rather than the trust, and in 2024 the two figures are identical, so on the same arithmetic the trustee's direct contribution that year was nil. The foundation's 2025 cash-flow statement is consistent with it, showing contributions from donors without restrictions of $3,533,254 thousand in 2025 against $68,759 thousand in 2024.

The foundation says it will pay out $9 billion a year, a figure its governing board endorsed on 14 January 2026 alongside a cap on operating expenditure of no more than $1.25 billion, and it says it will close on 31 December 2045. Set the announced numbers beside the filed ones. In 2025 the trust's net investment income was $12,220,500 thousand. It granted $5,287,000 thousand to the foundation, down from $8,096,000 thousand the year before. Its net assets ended the year $12.01bn higher than they began.

What is not on the record

No Form 990-PF exists yet for 2025 for either entity, so every tax-return figure above is a 2024 one. No document read here explains why the trust's grant to the foundation fell while the endowment grew. Nothing states whether the residue of about $3.5bn was stock, cash or something else, or on what date it moved. The foundation announced on 14 September 2026 that it would spend at least $1 billion over two years on artificial intelligence, split 40 per cent to education, 40 per cent to health care, 10 per cent to agriculture and 10 per cent to digital foundation, and the release does not say whether that is new money or part of the annual payout. The grant figures above are the largest single payments in the schedules, not the largest recipient totals, which were not computed. Two further documents filed with the 2024 return, Washington state filings received in March and May 2025, are image scans with no machine-readable text and were not read.