Reg-A+ Ongoing Reporting: Form 1-K, 1-SA, 1-U & 1-Z Requirements After You Raise

After a Reg-A+ Tier 2 raise, issuers enter an ongoing SEC reporting regime built around four filings: the annual report on Form 1-K, the semiannual report on Form 1-SA, current reports on Form 1-U for specified events, and — when reporting ends — an exit report on Form 1-Z. Tier 1 issuers do not carry this ongoing periodic obligation; they instead file a final Form 1-Z exit report with limited offering summary information after the offering concludes. The reporting duties described here flow from Rule 257 of Regulation A.

Most founders plan the raise and forget the aftermath. Qualification of your offering statement is the start of a multi-year disclosure relationship with the SEC, and missing a filing can suspend your reporting-current status, jeopardize a future exemption, and erode the investor trust that a well-run raise builds. This article maps each form, its deadline, and what actually triggers it, with primary-source citations you can verify.

Tier 1 vs Tier 2: who has to keep reporting

The ongoing burden splits along the same line that governs most Reg-A decisions. Under Rule 251, Regulation A permits Tier 1 offerings up to $20 million and Tier 2 offerings up to $75 million in a 12-month period, and only Tier 2 issuers take on continuous periodic reporting. If you are still deciding between them, our Tier 1 vs Tier 2 comparison breaks down the trade-offs, and the total Reg-A+ cost breakdown covers the legal and audit spend that ongoing reporting adds.

Form 1-K: the annual report

Form 1-K is the anchor of Tier 2 ongoing reporting. It is due within 120 calendar days after the end of the issuer's fiscal year and carries audited financial statements, management's discussion and analysis (MD&A), and updated disclosure about the business, related-party transactions, and beneficial ownership. In substance it resembles a scaled-down annual report, and the financial statements must be audited by an independent accountant.

Two practical points issuers underestimate. First, the audit takes time — engaging auditors months before the deadline is normal, not early. Second, the MD&A is a written narrative that a securities attorney should review, because it is a public disclosure subject to anti-fraud liability. Treat the first 1-K as a project with its own timeline, not a form you fill in the week it is due.

Form 1-SA: the semiannual report

Form 1-SA bridges the gap between annual reports. It covers the first six months of the fiscal year and is due within 90 calendar days after that six-month period ends. It includes interim financial statements and MD&A, but — importantly — the interim financials are generally not required to be audited. That single distinction is the main reason a 1-SA is lighter to produce than a 1-K, though issuers still typically involve their accountant and counsel.

Form 1-U: current reports for material events

Form 1-U is Regulation A's equivalent of the 8-K used by fully reporting public companies. It is filed on an as-needed basis, generally within four business days, when a specified material event occurs. The event categories that typically require a 1-U include:

1. Fundamental changes to the business or plan of operations.
2. Bankruptcy or receivership.
3. Material modification to the rights of securityholders.
4. Changes in the issuer's certifying accountant.
5. Non-reliance on previously issued financial statements or a related audit report.
6. Changes in control of the issuer.
7. Departure of the principal executive, financial, or accounting officer.
8. Unregistered sales of 5% or more of outstanding equity securities.

Because the 1-U clock is short and event-driven, issuers should decide in advance who monitors for triggering events and who signs off on the filing. A missed or late 1-U is a common, avoidable slip.

Form 1-Z: ending your reporting obligation

Form 1-Z serves two related roles. For Tier 1 issuers, it is the exit report filed after the offering terminates or completes, summarizing certain information about the offering. For Tier 2 issuers, it is the vehicle to suspend the ongoing reporting obligation once eligibility conditions are met — broadly, after the issuer has filed the required reports, the securities are held of record by fewer than the applicable threshold of persons, and other conditions in Rule 257 are satisfied. Filing a 1-Z is not automatic; the issuer must qualify and file it to stop the periodic clock.

Deadlines at a glance

These deadlines and forms are set out in Rule 257 of Regulation A. Confirm current requirements against the primary source and with counsel before relying on any date, because the SEC periodically amends the rule.

Why ongoing reporting is a marketing asset, not just a cost

Issuers who treat reporting purely as compliance overhead miss its strategic value. Each 1-K and 1-SA is a scheduled, credible touchpoint with an existing investor base — the moment to report progress, reinforce the thesis, and keep the door open for a follow-on raise or secondary interest. Investors who see disciplined, on-time reporting are more likely to reinvest and refer.

Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals and 200+ campaigns supported across Reg-CF, Reg-D 506(c), Reg-A+, and tokenized securities offerings, spanning 23+ crowdfunding platforms and 25+ industries. A consistent pattern in that work: issuers who plan post-qualification investor communications alongside their SEC filings sustain momentum far better than those who go quiet after close. If you are weighing platforms and the reporting load each implies, our platforms overview and Reg-A+ marketing team can help you plan for the full lifecycle, not just the launch.

A practical compliance calendar

1. Map your fiscal year now. Your 1-K (120 days after year end) and 1-SA (90 days after the six-month mark) dates fall out of it — put them on the calendar the day your offering qualifies.
2. Engage your auditor early. The audited annual financials in the 1-K are the long pole; start months ahead.
3. Assign a 1-U owner. Someone must monitor for triggering events and be able to file within four business days.
4. Keep counsel in the loop. MD&A and current reports are public disclosures with anti-fraud exposure — legal review is not optional.
5. Plan investor communications around each filing. Turn a required report into a relationship touchpoint.

Frequently Asked Questions

Do all Regulation A issuers have to file ongoing reports?

No. Only Tier 2 issuers carry the ongoing periodic reporting obligation — annual Form 1-K, semiannual Form 1-SA, and current Form 1-U. Tier 1 issuers do not file those periodic reports; they file a Form 1-Z exit report with limited offering information after the offering concludes.

When is the Reg-A+ annual report on Form 1-K due?

Form 1-K is due within 120 calendar days after the end of the issuer's fiscal year. It includes audited financial statements, management's discussion and analysis, and updated business disclosure. Because the financials must be audited, issuers typically engage their auditor months before the deadline.

Does Form 1-SA require audited financial statements?

Generally no. The semiannual report on Form 1-SA covers the first six months of the fiscal year and is due within 90 calendar days after that period ends, but its interim financial statements are generally not required to be audited. That is the main reason a 1-SA is lighter to prepare than the annual 1-K.

What events trigger a Form 1-U filing?

Form 1-U is a current report filed, generally within four business days, when a specified material event occurs — such as a fundamental change to the business, bankruptcy, a change in control, departure of a principal officer, a change in the certifying accountant, or certain unregistered equity sales. Issuers should designate someone to monitor for these triggers.

How does a Tier 2 issuer stop its ongoing reporting obligation?

A Tier 2 issuer suspends ongoing reporting by filing Form 1-Z once it satisfies the eligibility conditions in Rule 257 — broadly, having filed the required reports, having the securities held of record by fewer than the applicable threshold of persons, and meeting the other stated conditions. Suspension is not automatic; the issuer must qualify and file.

What happens if an issuer misses a Reg-A+ filing deadline?

Missing a required report can cause the issuer to lose its reporting-current status, which can affect eligibility for certain future actions and undermine investor confidence. Issuers should treat every deadline seriously and consult counsel promptly if a filing is at risk, rather than letting a deadline pass.

Plan the full Reg-A+ lifecycle, not just the launch

Ongoing reporting is where a well-run Reg-A+ raise either compounds investor trust or quietly loses it. If you are preparing a Tier 2 offering, our Reg-A+ equity crowdfunding marketing team can help you sequence investor communications around your 1-K and 1-SA calendar so each filing does double duty as a relationship touchpoint. Contact Growth Turbine to build a raise that is designed for the years after qualification, not just the weeks before it.

Primary sources

1. U.S. Electronic Code of Federal Regulations. 17 CFR § 230.257 — Periodic and current reporting; exit report. https://www.ecfr.gov/current/title-17/section-230.257
2. U.S. Electronic Code of Federal Regulations. 17 CFR § 230.251 — Scope of exemption (Tier 1 and Tier 2 offering limits). https://www.ecfr.gov/current/title-17/section-230.251

Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.