Form 1-U Filings

What Is SEC Form 1-U?

SEC Form 1-U is a current report used by Tier 2 Regulation A issuers to disclose specified significant events between periodic reports. The SEC describes the current report on Form 1-U as part of the ongoing reporting framework established under Regulation A. Tier 2 issuers generally must file Form 1-U after specified reportable events occur.

This form is typically used by Tier 2 issuers with ongoing reporting obligations following a qualified Form 1-A filing. It serves a role broadly comparable to Form 8-K for Exchange Act reporting companies, although the specific reportable events and regulatory requirements differ.

Form 1-U supports timely disclosure of events such as fundamental changes, bankruptcy or receivership, material modifications to securityholder rights, changes in accountants or control, certain officer departures, and qualifying unregistered equity sales. Form 1-U also includes an optional Item 9 that issuers may use to report other information they consider important to securityholders.

Key elements typically found in SEC Form 1-U include:

• Name of the issuer and identifying information
• Title of each class of securities issued pursuant to Regulation A
• Date of the report and earliest event reported
• Identification of the applicable Form 1-U item
• Description of the triggering event and relevant circumstances
• Exhibits when specifically required by the applicable item
• Signature of an authorized officer

Researchers can review the issuer’s original Form 1-A together with subsequent Form 1-U reports to understand how significant developments affected the company after its Regulation A offering was qualified.

SEC Form 1-U Filing Deadlines

Form 1-U is event-driven rather than periodic. Unless otherwise specified by the applicable item, the report must generally be filed within four business days after the reportable event occurs. The SEC’s Form 1-U instructions also contain specific timing provisions for certain circumstances, so issuers should review the applicable item when determining the filing date.

Analysts can use SEC filing insights to review Form 1-U activity alongside annual, semiannual, offering, and other disclosure filings and identify significant developments in a Regulation A issuer’s reporting history.

Key Things to Know About Form 1-U Filing Rules

• Primarily a Tier 2 Reporting Requirement: Tier 2 Regulation A issuers are subject to ongoing annual, semiannual, and current reporting requirements, including Form 1-U.
• Event-Driven Reporting: Form 1-U is triggered by specified events rather than by the end of a fiscal quarter or year.
• Generally Due Within Four Business Days: Unless the applicable item specifies otherwise, required Form 1-U disclosure is generally due within four business days after the event.
• Disclosure Must Match the Applicable Item: The issuer should identify and respond to the particular Form 1-U item associated with the reportable event.
• Item 9 Can Be Used Voluntarily: Issuers may use Item 9 to disclose other events or information they consider important to securityholders even when another Form 1-U item does not specifically require the disclosure.
• Does Not Replace Periodic Reports: Form 1-U supplements, rather than replaces, applicable Form 1-K annual and Form 1-SA semiannual reporting obligations.
• Exhibits Are Item-Specific: Agreements and other documents do not automatically have to be attached to every Form 1-U; exhibits are required when specified by the applicable item or other Regulation A requirements.

Researchers can follow Regulation A offerings to connect Form 1-U reports with the issuer’s original offering statement, periodic reports, post-qualification amendments, and other ongoing disclosures.