Form 1-K Filings

What Is SEC Form 1-K?

Form 1-K is the primary annual disclosure filing required for Tier 2 issuers under Regulation A. Filed pursuant to the Securities Act of 1933 and Regulation A, the report provides an annual update on an issuer’s financial condition, business operations, management, and other information following the close of each fiscal year.

By submitting Form 1-K through the SEC’s EDGAR filing system, Tier 2 Regulation A issuers satisfy an important part of their ongoing reporting obligations and provide investors with updated information after a qualified offering. The filing allows market participants to follow issuer performance and evaluate developments that have occurred since the company’s earlier Regulation A disclosures.

What’s Included in Form 1-K?

Form 1-K contains annual disclosures designed to provide investors with information about the issuer’s business, financial performance, management, and material developments.

Typical components of Form 1-K include:

• Audited financial statements for the fiscal year
• Description of the company’s business and operations
• Management’s discussion and analysis of financial condition and results of operations
• Information about directors, executive officers, and significant employees
• Beneficial ownership information
• Certain related-party transactions and management interests
• Material legal, operational, or other developments, where applicable
• Required exhibits and other annual disclosures

Companies originally entering the Regulation A reporting framework generally begin with Form 1-A, while Form 1-K provides the recurring annual disclosure required for Tier 2 issuers after qualification.

SEC Form 1-K Filing Deadlines

Form 1-K must generally be filed annually within 120 calendar days after the end of the issuer’s fiscal year. Timely filing is important because Regulation A issuers may need to remain current in their required ongoing reports to rely on certain Regulation A provisions and conduct future offerings.

Between annual reports, certain significant developments may require current disclosure on Form 1-U, allowing investors to follow important events without waiting for the next Form 1-K.

Key Things to Know About 1-K Filing Rules

• Primarily Required for Tier 2 Issuers: Form 1-K is part of the ongoing reporting framework for companies that conducted Tier 2 Regulation A offerings.
• 120-Day Annual Deadline: The filing is generally due within 120 calendar days after the issuer’s fiscal year ends.
• Audited Financial Statements Are Required: Form 1-K includes annual financial statements audited under the applicable Regulation A requirements.
• Provides Broader Annual Disclosure: In addition to financial statements, the form includes information about the issuer’s business, management, ownership, and other required matters.
• Different From Offering Amendments: Form 1-A POS updates a qualified offering statement, while Form 1-K satisfies ongoing annual reporting requirements.
• Reporting Continues Until Properly Ended: Tier 2 issuers generally continue filing required ongoing reports until they satisfy the applicable conditions and procedures for terminating or suspending those reporting obligations.

Investors and compliance teams can use real-time SEC Filing Notifications to monitor newly submitted Form 1-K annual reports and related Regulation A disclosure activity.

Researchers can also review Regulation A offerings to connect Form 1-K reports with the issuer’s original offering statement, amendments, current reports, and broader capital-raising history.